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Section 1: S-8 POS (S-8 POS)

S-8 POS

As filed with the Securities and Exchange Commission on May 17, 2018

Registration No. 033-56745

Registration No. 333-70703

Registration No. 333-109273

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-56745

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-70703

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-109273

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

LOGO

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

OHIO   34-6542451

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

127 PUBLIC SQUARE

CLEVELAND, OHIO

  44114
(Address of Principal Executive Offices)   (Zip Code)

KEYCORP AMENDED AND RESTATED 1991 EQUITY COMPENSATION PLAN

(Full Title of the Plan)

Paul N. Harris

Secretary

KeyCorp

127 Public Square

Cleveland, Ohio 44114

(216) 689-5109

(Name, Address, 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, 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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    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

This Post-Effective Amendment No. 1 relates to (i) the Registration Statement on Form S-8 (Registration No. 033-56745) filed by KeyCorp with the Securities and Exchange Commission (“SEC”) on December 5, 1994 (the “1994 Registration Statement”) pertaining to the registration of 4,800,000 shares of KeyCorp’s common stock, par value $1.00 per share, issuable under the KeyCorp Amended and Restated 1991 Equity Compensation Plan (the “Plan”); (ii) the Registration Statement on Form S-8 (Registration No. 333-70703) filed by KeyCorp with the SEC on January 15, 1999 (the “1999 Registration Statement”) pertaining to the registration of 10,000,000 shares of KeyCorp common stock issuable under the Plan; and (iii) the Registration Statement on Form S-8 (Registration No. 333-109273) filed by KeyCorp with the SEC on September 30, 2003 (the “2003 Registration Statement”) pertaining to the registration of 3,000,000 shares of KeyCorp common stock issuable under the Plan. KeyCorp is filing this Post-Effective Amendment No. 1 to the 1994 Registration Statement, the 1999 Registration Statement, and the 2003 Registration Statement (collectively, the “Plan Registration Statements”) to deregister all shares of common stock that have not been sold or otherwise issued under the Plan.

The Plan has expired and no awards granted prior to the Plan’s expiration remain outstanding. In accordance with undertakings made by KeyCorp in the Plan Registration Statements to remove from registration, by means of post-effective amendments, any of the securities which had been registered for issuance but remain unsold at the termination of the offering, KeyCorp hereby removes and withdraws from registration any and all such securities of KeyCorp registered but unsold under the Plan Registration Statements, if any. The Plan Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

EXHIBIT INDEX

 

Exhibit No.

  

Description

24    Power of Attorney for KeyCorp


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 to the Plan Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 17th day of May, 2018.

 

KEYCORP
By:   /s/ Paul N. Harris
  Name: Paul N. Harris
 

Title: General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Plan Registration Statements has been signed by the following persons in the capacities indicated below on May 17, 2018.

 

/s/ Beth E. Mooney*

Beth E. Mooney

  

Chairman, Chief Executive Officer, and Director

(Principal Executive Officer)

 

/s/ Donald R. Kimble*

Donald R. Kimble

  

Chief Financial Officer

(Principal Financial Officer)

 

/s/ Douglas M. Schosser*

Douglas M. Schosser

  

Chief Accounting Officer

(Principal Accounting Officer)

 

/s/ Bruce D. Broussard*

Bruce D. Broussard

  

Director

 

/s/ Charles P. Cooley*

Charles P. Cooley

  

Director

 

/s/ Gary M. Crosby*

Gary M. Crosby

  

Director

 

/s/ Alexander M. Cutler*

Alexander M. Cutler

  

Director

 

/s/ H. James Dallas*

H. James Dallas

  

Director

 

/s/ Elizabeth R. Gile*

Elizabeth R. Gile

  

Director

 

/s/ Ruth Ann M. Gillis*

Ruth Ann M. Gillis

  

Director

 

/s/ William G. Gisel, Jr.*

William G. Gisel, Jr.

  

Director

 

/s/ Carlton L. Highsmith*

Carlton L. Highsmith

  

Director

 

/s/ Richard J. Hipple*

Richard J. Hipple

  

Director

 

/s/ Kristen L. Manos*

Kristen L. Manos

  

Director

 

/s/ Demos Parneros*

Demos Parneros

  

Director

 


/s/ Barbara R. Snyder*

Barbara R. Snyder

  

Director

 

/s/ David K. Wilson*

David K. Wilson

  

Director

 

* This Post-Effective Amendment to the Plan Registration Statements has been signed on behalf of the above officers and directors by Paul N. Harris, as attorney-in-fact, pursuant to a Power of Attorney executed by such director or officer.

 

By:   /s/ Paul N. Harris
 

Name: Paul N. Harris

Attorney-In-Fact

May 17, 2018

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Section 2: EX-24 (EX-24)

EX-24

EXHIBIT 24

KEYCORP

POWER OF ATTORNEY

Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints Paul N. Harris and Kristy Berner, and each of them, as his or her true and lawful attorney-in fact with full power of substitution and resubstitution, to sign in his or her name, place, and stead and to file (i) a Post-Effective Amendment to Registration Statements on Form S-8 (Registration Nos. 033-56745, 333-70703, and 333-109273) (collectively, the “Post-Effective Amendment”) with the United States Securities and Exchange Commission (the “Commission”) to deregister the authorized but unissued shares of KeyCorp Common Stock remaining under each respective registration statement, (ii) any and all exhibits, amendments or supplements thereto and other documents in connection therewith, and (iii) any and all applications or other documents to be filed with the Commission or any state securities commission or other regulatory authority or exchange with respect to any of the foregoing, with full power and authority to take such actions that the attorney-in-fact deems necessary in connection with the execution and filing of such Post-Effective Amendment.

This Power of Attorney may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

* * * * *

IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as of May 10, 2018.

 

/s/ Beth E. Mooney     /s/ Donald R. Kimble

Beth E. Mooney

Chairman, Chief Executive Officer, and Director

(Principal Executive Officer)

   

Donald R. Kimble

Chief Financial Officer

(Principal Financial Officer)

/s/ Douglas M. Schosser     /s/ Bruce D. Broussard

Chief Accounting Officer

(Principal Accounting Officer)

    Bruce D. Broussard, Director
/s/ Charles P. Cooley     /s/ Gary M. Crosby
Charles P. Cooley, Director     Gary M. Crosby, Director
/s/ Alexander M. Cutler     /s/ H. James Dallas
Alexander M. Cutler, Director     H. James Dallas, Director
/s/ Elizabeth R. Gile     /s/ Ruth Ann M. Gillis
Elizabeth R. Gile, Director     Ruth Ann M. Gillis, Director
/s/ William G. Gisel, Jr.     /s/ Carlton L. Highsmith
William G. Gisel, Jr., Director     Carlton L. Highsmith, Director
/s/ Richard J. Hipple     /s/ Kristen L. Manos
Richard J. Hipple, Director     Kristen L. Manos, Director
/s/ Demos Parneros     /s/ Barbara R. Snyder
Demos Parneros, Director     Barbara R. Snyder, Director
/s/ David K. Wilson    

 

David K. Wilson, Director    
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