Form S-8

As filed with the Securities Exchange Commission on September 21, 2018

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in its Charter)

 

 

38 Fountain Square Plaza,

Cincinnati, Ohio 45263

(Address, including zip code, of Registrant’s Principal Executive Offices)

Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors

The Fifth Third Bancorp Nonqualified Deferred Compensation Plan

(Full Title of Plans)

Saema Somalya, Esq.

Fifth Third Bancorp

38 Fountain Square Plaza

MD 10909F

Cincinnati, Ohio 45263

(513) 534-4300

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

With a copy to:

H. Samuel Lind, Esq.

Fifth Third Bancorp

38 Fountain Square Plaza

MD 10909F

Cincinnati, Ohio 45263

(513) 534-4300

(513) 534-6757 (fax)

 

 

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

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated file   ☐    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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
to be Registered		  

Amount

to be

registered

  

Proposed

maximum

aggregate

offering price

per share

  

Proposed

maximum

aggregate

offering price

   Amount of
Registration Fee

Deferred compensation obligations (1)

   $45,000,000   100%   $45,000,000   $5,603

 

 

(1)

The Deferred Compensation Obligations are unsecured obligations of Fifth Third Bancorp to pay deferred compensation in the future in accordance with the terms of the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors and The Fifth Third Bancorp Nonqualified Deferred Compensation Plan. Deferred Compensation Obligations will be paid in cash.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional $45,000,000 of unsecured obligations of Fifth Third Bancorp to pay deferred compensation in the future in accordance with the terms of the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors and The Fifth Third Bancorp Nonqualified Deferred Compensation Plan.

The Company registered $32,000,000 of Deferred Compensation Obligations on a Form S-8 Registration Statement (File No. 333-214542) (the “Original Registration Statement”) filed with the Securities and Exchange Committee (the “SEC”) on November 10, 2016. Pursuant to General Instruction E of Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except that the provisions contained in Part II of the Original Registration Statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents that Fifth Third Bancorp (the “Company” or “Fifth Third”) has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Registration Statement:

 

  •  

the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017;

 

  •  

the Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2018 and June 30, 2018;

 

  •  

the Company’s Current Reports on Form 8-K filed February 2, 2018, February 9, 2018, February 27, 2018, March 14, 2018 (as amended on Form 8-K/A), March 16, 2018, March 27, 2018, April 19, 2018, May 21, 2018, May 22, 2018, May 24, 2018, May 25, 2018, June 5, 2018, June 8, 2018, June 15, 2018, June 27, 2018, June 29, 2018, and July 23, 2018.

Effective January 1, 2018, Fifth Third adopted ASU 2016-01 – Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The adoption, which was applied retrospectively, did not have a material impact on the Consolidated Financial Statements. However, equity securities affected by the guidance, which were previously classified as trading or available-for-sale, have been reclassified in the Consolidated Balance Sheets as equity securities. Fifth Third provided disclosure of this change within Note 3 to the Condensed Consolidated Financial Statements and other qualitative information reported within the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

In addition, all reports and other documents subsequently filed (but not furnished) by the Company pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

 

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Obligations offered hereby has been passed upon by Thompson Hine LLP. A copy of their opinion is attached as Exhibit 5.1 to this Registration Statement.

 

ITEM 8.

EXHIBITS

 

EXHIBIT INDEX

 

Exhibit
No.

   

Description

  4.1    The Fifth Third Bancorp Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit  10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-33653))
  4.2    Amendment to The Fifth Third Bancorp Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit  10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-33653))
  4.3    Second Amendment to the Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2017 (File No. 001-33653))
  4.4    Third Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2017 (File No. 001-33653))
  4.5    Fourth Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 4, 2018 (File No. 001-33653))
  4.6    Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2013 (File No. 001-33653))
  4.7    First Amendment to Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as Amended and Restated effective June 1, 2013 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 8, 2017(File No. 001-33653))
  4.8    Second Amendment to Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as Amended and Restated effective June 1, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2017 (File No. 001-33653))
  5.1    Opinion of Counsel*
23.1    Consent of Counsel (included in Exhibit 5.1)*
23.2    Consent of Deloitte & Touche LLP*
24.1    Power of Attorney (set forth on signature page)*

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio on September 21, 2018.

 

FIFTH THIRD BANCORP
By:  

/s/ Greg D. Carmichael

  Greg D. Carmichael
  Chairman of the Board, President and Chief
  Executive Officer

POWERS OF ATTORNEY

The undersigned officers and directors do hereby constitute and appoint Greg D. Carmichael, with full power of substitution and re-substitution, as our true and lawful attorney-in-fact and agent, to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Company to comply with the Securities Act and any rules, regulations and requirements of the Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, any of us, in the capacities indicated below, any and all amendments hereto (including post-effective amendments); and we do hereby ratify and confirm all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on September 21, 2018.

 

Name       Title

/s/ Greg D. Carmichael

Greg D. Carmichael

    

Chairman of the Board, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Tayfun Tuzun

Tayfun Tuzun

     Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Mark D. Hazel

Mark D. Hazel

    

Senior Vice President and Controller

(Principal Accounting Officer)

/s/ Nicholas K. Akins

Nicholas K. Akins

     Director

 

     Director
B. Evan Bayh III    

/s/ Jorge L. Benitez

Jorge L. Benitez

     Director

 

     Director
Katherine B. Blackburn    

/s/ Emerson L. Brumback

Emerson L. Brumback

     Director

/s/ Jerry W. Burris

Jerry W. Burris

     Director

/s/ Gary R. Heminger

Gary R. Heminger

     Director

/s/ Jewell D. Hoover

Jewell D. Hoover

     Director

 

     Director
Eileen A. Mallesch    

/s/ Michael B. McCallister

Michael B. McCallister

     Director

/s/ Marsha C. Williams

Marsha C. Williams

     Director