As filed with the Securities and Exchange Commission on December 20, 2017
Registration No. 333-149076
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8
TO
FORM S-4 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-1435979 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(Address, including zip code, of registrant’s principal executive offices)
Sterling Financial Corporation 1996 Stock Incentive Plan
(Full titles of the plan)
Robert Q. Reilly
Executive Vice President and Chief Financial Officer
The PNC Financial Services Group, Inc.
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(Name and address for agent for service)
(888) 762-2265
(Telephone number, including area code, of agent for service of process)
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
The PNC Financial Services Group, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 2 to deregister any and all shares of the Registrant’s common stock, par value $5.00 per share (the “Securities”), registered but unissued or unsold as of the date hereof under the Registration Statement on Form S-4, as amended by Post-Effective Amendment No. 1 on Form S-8 (File No. 333-149076) filed by the Registrant (as amended, the “Registration Statement”), relating to the Sterling Financial Corporation’s 1996 Stock Incentive Plan (the “Sterling Incentive Plan”). In connection with the 2008 merger of Sterling Financial Corporation (“Sterling”) with and into the Registrant, shares of common stock of Sterling, par value $5.00 per share, issuable upon the exercise or settlement of options granted under the Sterling Incentive Plan were converted into corresponding awards relating to the Securities. This Post-Effective Amendment is made in accordance with undertakings by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remained unsold at the termination of the offering.
The Registrant has terminated the offering of securities pursuant to the Registration Statement, and hereby terminates the effectiveness of the Registration Statement and removes from registration any and all Securities registered but unissued or unsold thereunder as of the date hereof.
Item 8. Exhibits
| Exhibit 24.1 | Powers of Attorney | Filed herewith |
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 on Form S-8 to Registration Statement filed on Form S-4, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on December 20, 2017.
| THE PNC FINANCIAL SERVICES GROUP, INC. | ||
| By: | /s/ Gregory H. Kozich | |
| Gregory H. Kozich | ||
| Senior Vice President and Controller | ||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature | Title | Date | ||
| /s/ William S. Demchak William S. Demchak |
Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) | December 20, 2017 | ||
| /s/ Robert Q. Reilly Robert Q. Reilly |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
December 20, 2017 | ||
| /s/ Gregory H. Kozich Gregory H. Kozich |
Controller (Principal Accounting Officer) | December 20, 2017 | ||
| * Charles E. Bunch |
Director | December 20, 2017 | ||
| * Debra A. Cafaro |
Director | December 20, 2017 | ||
| * Marjorie Rodgers Cheshire |
Director | December 20, 2017 | ||
| * Andrew T. Feldstein |
Director | December 20, 2017 | ||
| * Daniel R. Hesse |
Director | December 20, 2017 | ||
| * Kay C. James |
Director | December 20, 2017 | ||
| * Richard B. Kelson |
Director | December 20, 2017 | ||
| * Jane G. Pepper |
Director | December 20, 2017 | ||
| * Donald J. Shepard |
Director | December 20, 2017 | ||
| * Lorene K. Steffes |
Director | December 20, 2017 | ||
| * Dennis F. Strigl |
Director | December 20, 2017 | ||
| * Michael J. Ward |
Director | December 20, 2017 | ||
| * Gregory D. Wasson |
Director | December 20, 2017 | ||
| *By: | /s/ Christi Davis | |
| Christi Davis, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith |