As filed with the Securities and Exchange Commission on June 6, 2008

Registration No. 333-                    

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FIFTH THIRD BANCORP

(Exact name of Registrant as specified in its charter)

Ohio		6711		31-0854434
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

Fifth Third Center, Cincinnati, Ohio 45263
(513) 579-5300
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Paul L. Reynolds, Esq.
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(513) 579-5300
(513) 534-6757 (Fax)
(Name, address, including zip code and telephone
number, including area code, of agent for service)

Richard G. Schmalzl, Esq.		Stephen J. Antal, Esq.		Richard W. Viola, Esq.
Shaun B. Patsy, Esq.		First Charter Corporation		McGuireWoods LLP
Graydon Head & Ritchey LLP		10200 David Taylor Drive		201 North Tryon Street
1900 Fifth Third Center		Charlotte, North Carolina 28262-2373		P.O. Box 31247 (28231)
511 Walnut Street		(704) 688-4300		Charlotte, North Carolina 28202
Cincinnati, Ohio 45202		(704) 688-2282 (Fax)		(704) 343-2149
(513) 621-6464				(704) 343-2300 (Fax)
(513) 651-3836 (Fax)

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and upon completion of the merger described in the proxy statement/prospectus.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ 333-147192

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of each class

Proposed maximum

Proposed maximum

of securities to be

Amount to be

offering price per

aggregate offering

Amount of

registered

registered(1)

unit

price

registration fee

Common Stock, no par value

13,000,000 Shares

N/A

(2)

$

752,449,586.00

(2)

$

23,100.21

(3)

 

 

EXPLANATORY NOTE

     This Registration Statement is being filed with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 13,000,000 shares of the Registrant’s common stock, no par value per share (the “Common Stock”), for issuance in connection with the merger of First Charter Corporation (“First Charter”) with and into Fifth Third Financial Corporation (“Fifth Third Financial”), a wholly-owned subsidiary of the Registrant. The Registrant previously registered 35,000,000 shares of Common Stock by means of a currently effective Registration Statement on Amendment No. 1 to Form S-4 (Registration No. 333-147192). The number of shares originally registered represented the maximum number of shares of the Registrant’s Common Stock estimated to be issuable upon the completion of the merger, based on the number of shares of First Charter common stock outstanding, or reserved for issuance under various plans, immediately prior to the merger and the exchange of shares of First Charter for the Registrant’s Common Stock pursuant to the formula set forth in the Amended and Restated Agreement and Plan of Merger, dated September 14, 2007, by and among First Charter, the Registrant and Fifth Third Financial. The number of shares of the Registrant’s Common Stock issuable upon the time of the merger is now estimated to be higher than originally anticipated due to the fact that the conversion ratio for the number of the Registrant’s shares to be exchanged for First Charter shares has increased substantially since the initial filing of the Registration Statement on Form S-4. The aggregate value of the Registrant’s shares to be exchanged in the merger has not changed. Thus, the Registrant is registering an additional 13,000,000 shares.

INCORPORATION OF DOCUMENTS BY REFERENCE

     This Registration Statement incorporates by reference the contents of our Registration Statement on Form S-4, Registration No. 333-147192, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Index to Exhibits attached to and filed with this Registration Statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 5, 2008.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Principal Executive Officer:

/s/ KEVIN T. KABAT   Kevin T. Kabat		Date: June 5, 2008
President and Chief Executive Officer
Principal Financial Officer:
/s/ DANIEL T. POSTON   Daniel T. Poston		Date: June 5, 2008
Chief Financial Officer and Executive Vice President
Principal Accounting Officer:
/s/ MARK D. HAZEL   Mark D. Hazel		Date: June 5, 2008
Controller and Vice President

Directors of the Company:
/s/ DARRYL F. ALLEN*   Darryl F. Allen		Date: June 5, 2008
/s/ JOHN F. BARRETT*   John F. Barrett		Date: June 5, 2008
/s/ ULYSSES L. BRIDGEMAN, JR.*   Ulysses L. Bridgeman, Jr.		Date: June 5, 2008
/s/ JAMES P. HACKETT*   James P. Hackett		Date: June 5, 2008
/s/ GARY R. HEMINGER*   Gary R. Heminger		Date: June 5, 2008
/s/ ALLEN M. HILL*   Allen M. Hill		Date: June 5, 2008
/s/ KEVIN T. KABAT   Kevin T. Kabat		Date: June 5, 2008
/s/ ROBERT L. KOCH, II*   Robert L. Koch, II		Date: June 5, 2008
/s/ MITCHEL D. LIVINGSTON, Ph.D.*   Mitchel D. Livingston, Ph.D.		Date: June 5, 2008
/s/ HENDRIK G. MEIJER*   Hendrik G. Meijer		Date: June 5, 2008
/s/ JAMES E. ROGERS*   James E. Rogers		Date: June 5, 2008
/s/ GEORGE A. SCHAEFER, JR.*   George A. Schaefer, Jr.		Date: June 5, 2008
/s/ JOHN J. SCHIFF, JR.*   John J. Schiff, Jr.		Date: June 5, 2008
/s/ DUDLEY S. TAFT*   Dudley S. Taft		Date: June 5, 2008
/s/ THOMAS W. TRAYLOR*   Thomas W. Traylor		Date: June 5, 2008

/s/ KEVIN T. KABAT

Index to Exhibits

Document		Exhibit		Reference
Opinion of counsel employed by Fifth Third Bancorp		5.1
as to the legality of the securities being issued
Consent of Deloitte & Touche LLP		23.1
Consent of KPMG LLP		23.2
Consent of Keefe, Bruyette & Woods, Inc.		23.3
Consent of counsel employed by Fifth Third Bancorp		23.4		Included in Exhibit 5.1
Consent of Alston & Bird LLP		23.5
Consent of McGuireWoods LLP		23.6
A power of attorney where various individuals authorize		24.1		Previously filed
the signing of their names to any and all amendments to this Registration Statement and other documents submitted in connection herewith