Form S-8 01-07-14 POS A
As filed with the Securities and Exchange Commission on January 8, 2014
Registration No. 333 - 126875
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PARK NATIONAL CORPORATION |
(Exact name of registrant as specified in its charter) |
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Ohio | | 31-1179518 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification No.) |
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50 North Third Street, Newark, Ohio | | 43058-3500 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Park National Corporation |
2005 Incentive Stock Option Plan |
(Full title of the plan) |
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David L. Trautman | | Copy to: |
Park National Corporation | | Elizabeth Turrell Farrar, Esq. |
50 North Third Street | | Vorys, Sater, Seymour and Pease LLP |
Newark, Ohio 43055 | | 52 East Gay Street |
(Name and address of agent for service) | | Columbus, Ohio 43215 |
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(740) 349-8451 |
(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.
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| Large accelerated filer | ý | Accelerated filer | q |
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| Non-accelerated filer | q | Smaller reporting company | q |
| (Do not check if a smaller reporting company) | | |
EXPLANATORY NOTE
Park National Corporation, an Ohio corporation (“Park”), registered 1,500,000 of its common shares, without par value (the “Common Shares”), for issuance under the Park National Corporation 2005 Incentive Stock Option Plan pursuant to a Registration Statement on Form S-8 (Registration No. 333-126875), filed with the Securities and Exchange Commission on July 26, 2005.
In connection with the approval by Park’s shareholders of the Park National Corporation 2013 Long-Term Incentive Plan at the 2013 Annual Meeting of Shareholders of Park held on April 22, 2013, the Park National Corporation 2005 Incentive Stock Option Plan was terminated and Park will grant no further awards under the Park National Corporation 2005 Incentive Stock Option Plan.
This Post-Effective Amendment No. 1 is being filed to deregister all of the 1,500,000 Common Shares that have not been issued under the Park National Corporation 2005 Incentive Stock Option Plan.
Accordingly, Park hereby withdraws from registration under the Registration Statement on Form S-8 (Registration No. 333-126875), all of the 1,500,000 Common Shares that have not been and will not be issued under the Park National Corporation 2005 Incentive Stock Option Plan.
Item 8. Exhibits.
(a) Exhibits:
The following exhibit is filed with this Post-Effective Amendment No. 1 to Form S-8 Registration Statement:
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Exhibit No. | | Description |
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24 | | Powers of Attorney of Executive Officers and Directors of Park National Corporation |
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signature page follows]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of Ohio, on the 8th day of January, 2014.
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PARK NATIONAL CORPORATION |
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By: | /s/ David L. Trautman |
| David L. Trautman, Chief Executive Officer and President |
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 January 8, 2014.
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Signature | | Title |
/s/ C. Daniel DeLawder C. Daniel DeLawder | | Chairman of the Board and Director |
/s/ David L. Trautman David L. Trautman | | Chief Executive Officer, President and Director (Principal Executive Officer) |
/s/ Brady T. Burt Brady T. Burt | | Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) |
/s/ Matthew R. Miller Matthew R. Miller | | Chief Accounting Officer (Principal Accounting Officer) |
/s/ Donna M. Alvarado* Donna M. Alvarado | | Director |
/s/ Maureen Buchwald* Maureen Buchwald | | Director |
/s/ Harry O. Egger* Harry O. Egger | | Director |
/s/ F. William Englefield IV* F. William Englefield IV | | Director |
/s/ Stephen J. Kambeitz* Stephen J. Kambeitz | | Director |
/s/ William T. McConnell* William T. McConnell | | Director |
/s/ Timothy S. McLain* Timothy S. McLain | | Director |
/s/ Dr. Charles W. Noble, Sr.* Dr. Charles W. Noble, Sr. | | Director |
/s/ John J. O'Neill* John J. O'Neill | | Director |
Robert E. O'Neill* Robert E. O'Neill | | Director |
/s/ Rick R. Taylor* Rick R. Taylor | | Director |
/s/Leon Zazworsky* Leon Zazworsky | | Director |
*The undersigned, by signing his name hereto, does hereby sign this Post-Effective Amendment No. 1 to Form S-8 Registration Statement on behalf of each of the directors of the Registrant identified above pursuant to Powers of Attorney executed by the directors identified above, which Powers of Attorney are filed with this Post-Effective Amendment No. 1 to Form S-8 Registration Statement as Exhibit 24.
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By: | /s/ David L. Trautman | January 8, 2014 |
| David L. Trautman, Chief Executive Officer and President | |
INDEX TO EXHIBITS
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Exhibit No. | Description |
24 | Powers of Attorney of Executive Officers and Directors of Park National Corporation (Filed herewith) |