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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2001
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIFTH THIRD BANCORP
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(Exact name of registrant as specified in its charter)
OHIO 31-0854434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
FIFTH THIRD CENTER
CINCINNATI, OHIO 45263
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(Address of principal executive
offices including zip code)
FIFTH THIRD BANCORP 1998 LONG-TERM INCENTIVE STOCK PLAN, AS AMENDED;
FIFTH THIRD BANCORP STOCK OPTION GAIN DEFERRAL PLAN;
THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN,
AS AMENDED AND RESTATED;
FIFTH THIRD BANCORP 1993 STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
Copy To:
PAUL L. REYNOLDS, ESQ. RICHARD G. SCHMALZL, ESQ.
FIFTH THIRD BANCORP H. SAMUEL LIND, ESQ.
38 FOUNTAIN SQUARE PLAZA GRAYDON HEAD & RITCHEY LLP
CINCINNATI, OHIO 45263 1900 FIFTH THIRD CENTER
(513) 579-5300 511 WALNUT STREET
(513) 744-6757 (FAX) CINCINNATI, OHIO 45202
(Name, address and telephone (513) 621-6464
number, including area code, (513) 651-3836 (FAX)
of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS
OF SECURITIES TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED(1) SHARE PRICE(1)
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COMMON STOCK, NO 13,917,191 $50.28(2) $699,756,363.48(2) $174,939.09
PAR VALUE PER SHARE SHARES(3)
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COMMON STOCK 2,660,482 $40.17(4) $106,871,561.94(4) $26,717.89
NO SHARES(4)
PAR VALUE PER
SHARE
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COMMON STOCK 6,000,000 $50.81(4) $304,860,000.00(4) $76,215.00
NO SHARES(4)
PAR VALUE PER
SHARE
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COMMON STOCK, NO 1,000,000 $50.28(2) $50,280,000.00(2) $12,570.00
PAR VALUE PER SHARE SHARES(5)
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COMMON STOCK, NO 1,000,000 $50.28(2) $50,280,000.00(2) $12,570.00
PAR VALUE PER SHARE SHARES (6)
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COMMON STOCK, NO 800,000 $50.28(2) $40,224,000.00(2) $10,056.00
PAR VALUE PER SHARE SHARES(7)
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(1) In addition, pursuant to Rule 416, this registration statement covers
such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h), based upon the
average of the high and low prices of Fifth Third Common Stock as
reported on The Nasdaq National Market on April 6, 2001.
(3) Represents the number of shares of Fifth Third Common Stock currently
reserved or available for issuance under the Fifth Third Bancorp 1998
Long-Term Incentive Stock Plan, as amended, less 8,660,482 shares
issuable upon the exercise of stock options previously granted as
described in note (4) below. All other shares issuable under this plan
have been previously registered on Registration Statement No.
333-58249.
(4) Represents shares of Fifth Third Common Stock issuable upon the
exercise of stock options previously granted under the Fifth Third
Bancorp 1998 Long-Term Incentive Stock Plan, as amended, but not
previously registered, at the exercise prices shown as the proposed
maximum offering price per share in accordance with Rule 457(h).
(5) Represents the number of shares of Fifth Third Common Stock currently
reserved or available for issuance under the Fifth Third Bancorp Stock
Option Gain Deferral Plan. Dividends earned on Common Stock, the
receipt of which is deferred under the plan, may be reinvested in
Common Stock under the plan.
(6) Represents the number of shares of Fifth Third Common Stock currently
reserved or available for issuance under The Fifth Third Bancorp
Nonqualified Deferred Compensation Plan, as amended, in satisfaction of
deferred compensation obligations of Fifth Third.
(7) Represents the number of additional shares of Fifth Third Common Stock
reserved or available for issuance under the Fifth Third Bancorp 1993
Stock Purchase Plan, as amended and restated.
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.
The documents containing the information required in Part I of the
registration statement will be provided to each participant as required by Rule
428(b)(1). Such documents are not being filed with the SEC in accordance with
the instructions to Form S-8, but constitute (along with the documents
incorporated by reference into the registration statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents by Reference.
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The following documents, as filed with the Commission, are incorporated
herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(2) the Registrant's Current Reports on Form 8-K filed with the SEC on
January 30, March 6, March 9, March 14, March 20 and April 4,
2001; and
(3) the description of the Registrant's Common Stock contained in a
registration statement filed under the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interest of Named Experts and Counsel.
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The validity of the Common Stock offered hereby has been passed upon by
Paul L. Reynolds, general counsel to Fifth Third. Mr. Reynolds is eligible to
participate in the plans and receive shares of Common Stock on the same terms
and conditions as other participants holding similar positions with Fifth Third.
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Item 6. Indemnification of Directors and Officers.
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Section 1701.13(E) of the Ohio Revised Code provides that a corporation
may indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2)
further specifies that a corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of (a) any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent, that the court of common pleas or
the court in which such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets. In
addition, Section 1701.13(E) requires a corporation to pay any expenses,
including attorney's fees, of a director in defending an action, suit, or
proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (i) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Fifth Third.
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The code of regulations of Fifth Third provides that Fifth Third shall
indemnify each director and each officer of Fifth Third, and each person
employed by Fifth Third who serves at the written request of the President of
Fifth Third as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, to the full extent
permitted by Ohio law. Fifth Third may indemnify assistant officers, employees
and others by action of the Board of Directors to the extent permitted by Ohio
law.
Fifth Third carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit Description of Exhibit
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4.1 Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan,
as amended*
4.2 Amendment to Fifth Third Bancorp 1998 Long-Term Incentive
Stock Plan, as amended*
4.3 Fifth Third Bancorp Stock Option Gain Deferral Plan*
4.4 The Fifth Third Bancorp Nonqualified Deferred Compensation
Plan, as amended and restated*
4.5 Fifth Third Bancorp 1993 Stock Purchase Plan, as amended and
restated
5.1 Opinion of Counsel employed by Fifth Third Bancorp
23.1 Consent of Counsel employed by Fifth Third Bancorp (included
in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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* Incorporated by reference. See Exhibit Index.
Item 9. Undertakings
A. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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B. SUBSEQUENT EXCHANGE OF DOCUMENTS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. OTHER
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represented no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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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
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 the City of Cincinnati, State of Ohio, on April 10, 2001.
FIFTH THIRD BANCORP
By: /s/ GEORGE A. SCHAEFER, JR.
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George A. Schaefer, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints GEORGE A. SCHAEFER, JR. his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with any such amendments, as
fully to all intents and purposes as he might or could do in person, and does
hereby ratify and confirm all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer:
/s/ GEORGE A. SCHAEFER, JR. Date: April 10, 2001
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George A. Schaefer, Jr.
President and Chief Executive Officer
Principal Financial Officer:
/s/ NEAL E. ARNOLD Date: April 10, 2001
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Neal E. Arnold
Chief Financial Officer, Executive Vice
President and Treasurer
Principal Accounting Officer:
/s/ ROGER W. DEAN Date: April 10, 2001
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Roger W. Dean
Controller
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Directors of the Company:
/s/ DARRYL F. ALLEN Date: April 10, 2001
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Darryl F. Allen
/s/ JOHN F. BARRETT Date: April 10, 2001
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John F. Barrett
/s/ GERALD V. DIRVIN Date: April 10, 2001
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Gerald V. Dirvin
/s/ THOMAS B. DONNELL Date: April 10, 2001
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Thomas B. Donnell
/s/ RICHARD T. FARMER Date: April 10, 2001
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Richard T. Farmer
/s/ JOSEPH H. HEAD, JR. Date: April 10, 2001
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Joseph H. Head, Jr.
/s/ JOAN R. HERSCHEDE Date: April 10, 2001
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Joan R. Herschede
/s/ ALLEN M. HILL Date: April 10, 2001
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Allen M. Hill
/s/ WILLIAM G. KAGLER Date: April 10, 2001
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William G. Kagler
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/s/ JAMES D. KIGGEN Date: April 10, 2001
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James D. Kiggen
/s/ ROBERT L. KOCH, II Date: April 10, 2001
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Robert L. Koch, II
/s/ MITCHEL D. LIVINGSTON, Ph.D. Date: April 10, 2001
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Mitchel D. Livingston, Ph.D.
/s/ ROBERT B. MORGAN Date: April 10, 2001
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Robert B. Morgan
/s/ DAVID E. REESE Date: April 10, 2001
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David E. Reese
/s/ JAMES E. ROGERS Date: April 10, 2001
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James E. Rogers
/s/ BRIAN H. ROWE Date: April 10, 2001
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Brian H. Rowe
/s/ GEORGE A. SCHAEFER, JR. Date: April 10, 2001
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George A. Schaefer, Jr.
/s/ JOHN J. SCHIFF, JR. Date: April 10, 2001
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John J. Schiff, Jr.
Date:
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Donald B. Schackelford
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/s/ DENNIS J. SULLIVAN, JR. Date: April 10, 2001
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Dennis J. Sullivan, Jr.
/s/ DUDLEY S. TAFT Date: April 10, 2001
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Dudley S. Taft
Date:
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Thomas W. Traylor
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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4.1 Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan, as
amended (filed as an Exhibit to the Registrant's Form S-8
Registration Statement No. 333-58249, and incorporated by
reference herein)*
4.2 Amendment to Fifth Third Bancorp 1998 Long-Term Incentive
Stock Plan, as amended (filed as an Annex to the Registrant's
Proxy Statement dated February 9, 2001 relating to the
Registrant's 2001 Annual Meeting of Shareholders, and
incorporated by reference herein)*
4.3 Fifth Third Bancorp Stock Option Gain Deferral Plan (filed as
an Annex to the Registrant's Proxy Statement dated February 9,
2001 relating to the Registrant's 2001 Annual Meeting of
Shareholders, and incorporated by reference herein)*
4.4 The Fifth Third Bancorp Nonqualified Deferred Compensation
Plan, as amended and restated (filed as an Annex to the
Registrant's Proxy Statement dated February 9, 2001 relating
to the Registrant's 2001 Annual Meeting of Shareholders, and
incorporated by reference herein)*
4.5 Fifth Third Bancorp 1993 Stock Purchase Plan, as amended and
restated
5.1 Opinion of Counsel employed by Fifth Third Bancorp
23.1 Consent of Counsel employed by Fifth Third Bancorp (included
in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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* Incorporated by reference.