- Securities Registration: Employee Benefit Plan (S-8)
December 19 2008 - 11:54AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 19, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL CITY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
34-1111088
(I.R.S. Employer Identification No.)
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1900 East Ninth Street
Cleveland, Ohio
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44114
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(Address of Principal Executive Offices)
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(Zip Code)
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National City Corporation 2004 Deferred Compensation Plan
(Full Title of the Plan)
David L. Zoeller, Esq.
Executive Vice President and General Counsel
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(Name and Address of Agent For Service)
(216) 222-2000
(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 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. (Check one):
Large accelerated filer
þ
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Accelerated filer
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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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CALCULATION OF REGISTRATION FEE
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Title of Each Class
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Amount to be
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Proposed Maximum Offering
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Proposed Maximum
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Amount of
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of Securities to be Registered
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Registered (1)
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Price Per Unit (2)
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Aggregate Offering Price (2)
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Registration Fee
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Common Stock, par value of $4.00 per share
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800,000
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$1.74
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$1,392,000
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$54.71
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(1)
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Number of shares represents additional shares of Common Stock being registered. See
Explanatory Note. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of Common Stock registered in this registration statement will be increased
as a result of future stock splits, stock dividends or similar transactions.
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(2)
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Estimated in accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. The fee with respect to
the shares registered herein is based on the average of the high and low sale prices on
December 18, 2008 of National City Corporations common stock as reported on the New York
Stock Exchange.
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EXPLANATORY NOTE
This registration statement is being filed by the registrant pursuant to General Instruction E of
Form S-8 under the Securities Act of 1933, as amended, to register an additional 800,000 shares of
common stock, par value of $4.00 per share, of the registrant, for issuance in connection with its
2004 Deferred Compensation Plan.
The registrant previously registered a total of 600,000 shares of common stock in connection with
its 2004 Deferred Compensation Plan. A registration statement on Form S-8 (No. 333-121536)
registering 100,000 shares was filed with the Securities and Exchange Commission on December 22,
2004, and a registration statement on Form S-8 (No. 333-134112) was filed with the Securities and
Exchange Commission on May 15, 2006.
INCORPORATION BY REFERENCE
The registrant hereby incorporates by reference the contents of its registration statements on Form
S-8 (Nos. 333-121536 and 333-134112).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, National City 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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 19
th
day of
December, 2008.
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NATIONAL CITY
CORPORATION
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By
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/s/ Thomas A. Richlovsky
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Thomas A. Richlovsky
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Senior Vice President and Interim Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on December 19, 2008.
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/s/ Peter E. Raskind
Peter E. Raskind
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Chairman, President and Chief Executive Officer (Principal
Executive Officer)
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/s/ Thomas A. Richlovsky
Thomas A. Richlovsky
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Senior Vice President and Interim Chief Financial Officer (Principal
Financial and Accounting Officer)
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/s/ Jon E. Barfield*
Jon E. Barfield
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Director
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/s/ James S. Broadhurst*
James S. Broadhurst
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Director
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/s/ Christopher M. Connor*
Christopher M. Connor
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Director
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/s/ Bernadine P. Healy, M.D.*
Bernadine P. Healy, M.D.
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Director
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/s/ Paul A. Ormond*
Paul A. Ormond
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Director
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/s/ Gerald L. Shaheen*
Gerald L. Shaheen
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Director
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/s/ Jerry Sue Thornton, Ph.D.*
Jerry Sue Thornton, Ph.D.
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Director
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/s/ Morry Weiss*
Morry Weiss
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Director
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*
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Carlton E. Langer, Vice President and Assistant Secretary of National City, as attorney-in-fact,
signs this document on behalf of the above-named officers and directors pursuant to powers of
attorney duly executed by such officers and directors and filed with the registration statement on
Form S-8 (No. 333-12156) filed with the Securities and Exchange Commission on December 22, 2004.
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/s/ Carlton E. Langer*
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Carlton E. Langer, attorney-in-fact
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EXHIBIT INDEX
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5
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Opinion of National City Corporation Law Department regarding legality.
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23.1
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Consent of National City Law Department (included in Exhibit 5).
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23.2
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Consent of Ernst & Young LLP.
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24
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Power of Attorney filed with the registration statement on Form S-8 (No. 333-121536), filed
with the Securities and Exchange Commission on December 22, 2004 and incorporated herein by
reference.
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