As filed with the Securities and Exchange Commission on August 3, 2015
Registration No. 333-188650
Registration No. 333-176367
Registration No. 333-172626
Registration No. 333-174302
Registration No. 333-144397
Registration No. 333-133803
Registration No. 333-116346
Registration No. 333-61794
Registration No. 333-85655
Registration No. 333-18555
Registration No. 033-92512
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-188650
Post-Effective Amendment No. 3 on Form S-8 to Form S-4 Registration Statement No. 333-176367
Post-Effective Amendment No. 2 on Form S-8 to Form S-4 Registration Statement No. 333-172626
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-174302
Post-Effective Amendment No. 2 on Form S-8 to Form S-4 Registration Statement No. 333-144397
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-133803
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement No. 333-116346
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-61794
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-85655
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-18555
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-92512
UNDER
THE
SECURITIES ACT OF 1933
SUSQUEHANNA BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania |
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23-2201716 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(IRS Employer
Identification No.) |
c/o BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Susquehanna
Bancshares, Inc. 2013 Omnibus Equity Compensation Plan
Tower Bancorp, Inc. 1995 Non-Qualified Stock Option Plan
Graystone Financial Corp. 2007 Stock Incentive Plan
American Home Bank, National Association 2001 Stock Option Incentive Plan
First Chester County Corporation Amended and Restated 1995 Stock Option Plan
Abington Bancorp, Inc. Amended and Restated 2005 Stock Option Plan
Abington Bancorp, Inc. 2007 Stock Option Plan
2011 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
1998 Long-Term Incentive Plan
Directors Stock Option Plan
Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
Patriot Bank Corp. 1996 Stock-Based Incentive Plan
Patriot Bank Corp. 2002 Stock Option Plan
Susquehanna Bancshares, Inc. Equity Compensation Plan
Stock Purchase Option effective April 13, 1993
1994 Stock Purchase Option effective April 12, 1994
1995 Stock Purchase Option effective April 11, 1995
1996 Stock Purchase Option effective April 9, 1996
1997 Stock Purchase Option effective April 8, 1997
Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
(Full Title of the Plans)
Robert J. Johnson, Jr., Esq.
Senior Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
BB&T Corporation
200
West Second Street
Winston-Salem, North Carolina 27101
Phone: (336) 733-2000
(Name, address and telephone number 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 Securities Exchange Act of 1934, as amended (the Exchange Act).
(Check one):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements filed on Form S-8 (collectively, the Registration
Statements).
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Registration Statement No. 333-188650, originally filed by Susquehanna Bancshares, Inc. (Susquehanna) with the Securities and Exchange Commission (the SEC) on May 16,
2013, which registered the offer and sale of 6,712,353 shares of Susquehannas common stock (Shares) issuable pursuant to the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan; |
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Registration Statement No. 333-176367, originally filed by Susquehanna with the SEC on August 17, 2011, as amended on Form S-8 on March 30, 2012 and May 8, 2012, which relates to the offer and sale
of up to 566,085 Shares issuable pursuant to the Tower Bancorp, Inc. 1995 Non-Qualified Stock Option Plan, the Graystone Financial Corp. 2007 Stock Incentive Plan, the American Home Bank, National Association 2001 Stock Option Incentive Plan and the
First Chester County Corporation Amended and Restated 1995 Stock Option Plan; |
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Registration Statement No. 333-172626, originally filed by Susquehanna with the SEC on March 4, 2011, as amended on Form S-8 on October 13, 2011, which relates to the offer and sale of up to 2,720,969
Shares issuable pursuant to the Abington Bancorp, Inc. Amended and Restated 2005 Stock Option Plan and the Abington Bancorp, Inc. 2007 Stock Option Plan; |
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Registration Statement No. 333-174302, originally filed by Susquehanna with the SEC on May 18, 2011, which registered the offer and sale of 1,000,000 Shares issuable pursuant to the 2011 Susquehanna
Bancshares, Inc. Employee Stock Purchase Plan; |
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Registration Statement No. 333-144397, originally filed by Susquehanna with the SEC on July 6, 2007, as amended on Form S-8 on February 19, 2008, which relates to the offer and sale of up to 32,454 Shares
issuable pursuant to the 1998 Long-Term Incentive Plan and the Directors Stock Option Plan; |
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Registration Statement No. 333-133803, originally filed by Susquehanna with the SEC on May 4, 2006, which registered the offer and sale of 500,000 Shares issuable pursuant to the Susquehanna Bancshares, Inc.
Employee Stock Purchase Plan; |
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Registration Statement No. 333-116346, originally filed by Susquehanna with the SEC on June 10, 2004, which relates to the offer and sale of up to 89,183 Shares issuable pursuant to the Patriot Bank Corp. 1996
Stock-Based Incentive Plan and Patriot Bank Corp. 2002 Stock Option Plan; |
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Registration Statement No. 333-61794, originally filed by Susquehanna with the SEC on May 29, 2001, which registered the offer and sale of 1,000,000 Shares issuable pursuant to the Susquehanna Bancshares, Inc.
Equity Compensation Plan; |
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Registration Statement No. 333-85655, originally filed by Susquehanna with the SEC on August 20, 1999, which registered the offer and sale of 135,099 Shares issuable pursuant to the Stock Purchase Option
effective April 13, 1993, the 1994 Stock Purchase Option effective April 12, 1994, the 1995 Stock Purchase Option effective April 11, 1995, the 1996 Stock Purchase Option effective April 9, 1996 and the 1997 Stock Purchase Option
effective April 8, 1997; |
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Registration Statement No. 333-18555, originally filed by Susquehanna with the SEC on December 23, 1996, which registered the offer and sale of 650,000 Shares issuable pursuant to the Susquehanna Bancshares,
Inc. Equity Compensation Plan; and |
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Registration Statement No. 033-92512, originally filed by Susquehanna with the SEC on May 19, 1995, which registered the offer and sale of 500,000 Shares issuable pursuant to the Susquehanna Bancshares, Inc.
Employee Stock Purchase Plan. |
Susquehanna is filing these Post-Effective Amendments to the Registration Statements to withdraw
and remove from registration any unissued and unsold securities issuable by Susquehanna pursuant to the above referenced Registration Statements.
On August 1, 2015, pursuant to the Agreement and Plan of Merger, dated as of November 11, 2014 (the Agreement),
by and between BB&T Corporation, a North Carolina corporation (BB&T), and Susquehanna, Susquehanna merged with and into BB&T, with BB&T continuing as the surviving corporation.
As a result of the consummation of the transactions contemplated by the Agreement, Susquehanna has terminated all offerings of its securities
pursuant to the above referenced Registration Statements. In accordance with an undertaking made by Susquehanna in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain
unsold at the termination of the offering, Susquehanna hereby removes and withdraws from registration all securities of Susquehanna registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem,
State of North Carolina, on this August 3, 2015. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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BB&T CORPORATION |
as successor by merger to Susquehanna Bancshares, Inc. |
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By: |
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/s/ Daryl N. Bible |
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Name: |
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Daryl N. Bible |
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Title: |
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Senior Executive Vice President and Chief Financial Officer |
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