As filed with the Securities and Exchange Commission on October 19, 2012

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York		16-0968385
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One M&T Plaza

Buffalo, New York 14203

(Address of Principal Executive Offices, including zip code)

 

 

M&T BANK CORPORATION

2008 DIRECTORS’ STOCK PLAN

(Full title of the plan)

 

 

Brian R. Yoshida, Esq.

Group Vice President and Deputy General Counsel

M&T Bank Corporation

One M&T Plaza

Buffalo, New York 14203

(716) 842-5464

(Name and address, including zip code, and telephone number, including area code, of agent for service)

 

 

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		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

Calculation of Registration Fee

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $0.50 par value		100,000		$96.87		$9,687,000		$1,321.31

(1)

This Registration Statement covers 100,000 additional shares of common stock, par value $0.50 per share, of M&T Bank Corporation (the “Registrant” or the “Corporation”) available for issuance pursuant to awards under the Corporation’s 2008 Directors’ Stock Plan (the “Plan”). This Registration Statement also covers an indeterminate number of additional shares which may be offered and issued under the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457 (h)(1) of the Securities Act of 1933, as amended; calculated based on the average of the high and low prices for the Corporation’s Common Stock on October 12, 2012, as reported on the New York Stock Exchange.

 

 

 

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EXPLANATORY NOTE

This Registration Statement is filed to register an additional 100,000 shares of common stock, par value $0.50 per share, of the Corporation, which may be awarded under the Plan pursuant to an amendment of the Plan authorized by the board of directors of the Corporation on August 21, 2012. This Registration Statement is filed pursuant to General Instruction E of Form S-8. The contents of the Registration Statement on Form S-8 (File No. 333-150122) are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Corporation with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

 

(a)

the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on February 23, 2011;

 

(b)

The Corporation’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2012, filed with the Commission on May 10, 2012, and for the fiscal quarter ended June 30, 2012 , and Amendment No. 1 to same on Form 10-QA, both filed with the Commission on August 9, 2012.

 

(c)

All other reports filed by the Corporation pursuant to Section 13(a) of 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in (a) above, including M&T’s Current Reports on Form 8-K filed with the Commission on June 13, 2012, August 22, 2012, August 27, 2012, August 31, 2012, and September 10, 2012; and

 

(d)

The description of the Corporation’s Common Stock contained in the Registration Statement on Form 8-A, filed by M&T on May 20, 1998, under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the date of the filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 5.

Interests of Named Experts and Counsel.

Brian R. Yoshida, Esq., Group Vice President and Deputy General Counsel of the Corporation, has delivered a legal opinion to the effect that the issuance and sale of the common stock offered hereby was duly authorized by the Corporation and that such common stock will be validly issued, fully paid and nonassessable when issued pursuant to the Plan.

 

Item 8.

Exhibits.

The exhibits to this Registration Statement are described in the Exhibit Index below.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, M&T Bank Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Buffalo, New York on October 19, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 19, 2012.

 

Signature		Title
* Robert G. Wilmers		Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director
* René F. Jones		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Michael R. Spychala		Senior Vice President and Controller (Principal Accounting Officer)
*		Director
Brent D. Baird
*		Director
C. Angela Bontempo
*		Director
Robert T. Brady
*		Director
T. Jefferson Cunningham III
*		Director
Mark J. Czarnecki
		Director
Gary N. Geisel

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*		Director
John D. Hawke, Jr.
*		Director
Patrick W.E. Hodgson
*		Director
Richard G. King
		Director
Jorge G. Pereira
		Director
Michael P. Pinto
		Director
Melinda R. Rich
*		Director
Robert E. Sadler, Jr.
*		Director
Herbert L. Washington

 

* By:		/s/ Brian R. Yoshida
		Brian R. Yoshida (Attorney-in-Fact) Pursuant to Power of Attorney filed herewith

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EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
4.1		M&T Bank Corporation 2008 Directors’ Stock Plan, as amended on August 21, 2012, filed herewith.
5.1		Opinion of Brian R. Yoshida, Esq., filed herewith.
23.1		Consent of PricewaterhouseCoopers LLP, filed herewith.
23.2		Consent of Brian R. Yoshida, Esq., included in the opinion filed as Exhibit 5.1 hereto.
24.1		Power of attorney, filed herewith.