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Securities to be offered to employees in employee benefit plans, post-effective amendments

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Registration No. 333-207147

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

(POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4) REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BB&T CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

North Carolina 56-0939887

200 West Second Street

Winston-Salem, North Carolina 27101

(Address, including Zip Code, of Principal Executive Offices)

Options Assumed by BB&T Corporation

Originally Granted Under the Following Plans

National Penn Bancshares, Inc. 2014 Long Term Incentive Compensation Plan

National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan

National Penn Bancshares, Inc. KNBT Bancorp, Inc. Substitute 2004 Stock Option Plan

(Full Title of the Plan)

Robert J. Johnson, Jr.

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, including Area Code, of Agent for Service)

With copies to:

Paul S. Scrivano, Esq.

OMelveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

(212) 728-5856

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 x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Securities

to be Registered

Amount

to be

Registered (1)

Proposed

Maximum

Offering Price

Per Share (2)

Proposed

Maximum
Aggregate

Offering Price (2)

Amount of
Registration Fee (2)

Common Stock, par value $5 per share

560,000 shares N/A N/A N/A
(1) This Post-Effective Amendment No. 1 on Form S-8 covers shares of BB&T Corporations (BB&T, the registrant, we or our) common stock, par value $5 per share (the Common Stock) originally registered on the Registration Statement on Form S-4 (No. 333-207147), to which this filing is an amendment, issuable under options assumed by the registrant and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights that may be offered or issued in respect of such options pursuant to the National Penn Bancshares, Inc. 2014 Long Term Incentive Compensation Plan, the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan, and the National Penn Bancshares, Inc. KNBT Bancorp, Inc. Substitute 2004 Stock Option Plan (collectively, the Plans) as a result of one or more adjustments under the applicable Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2) The registration fee in respect of such shares of Common Stock was previously paid at the time of the original filing of the Registration Statement on Form S-4 on September 25, 2015 and Amendment No. 1 to the Registration Statement on Form S-4 on October 22, 2015.

EXPLANATORY NOTE

BB&T Corporation (BB&T, the registrant, we or our) hereby amends its Registration Statement on Form S-4 (No. 333-207147) (the Form S-4) by filing this Post-Effective Amendment No. 1 to Form S-4 on Form S8 (the Form S-8) to register under the Securities Act of 1933, as amended (the Securities Act), 560,000 shares of common stock, par value $5.00 per share, of BB&T (BB&T Common Stock). These shares were initially registered by the registrant on the Form S-4, which became effective on October 23, 2015.

On April 1, 2016, National Penn Bancshares, Inc. (National Penn) was merged with and into BB&T pursuant to the Agreement and Plan of Merger, dated as of August 17, 2015, by and between BB&T and National Penn (the Merger Agreement). Under the terms of the Merger Agreement, each option previously granted by National Penn under the Plans that was outstanding and unexercised immediately prior to the effective time was fully vested and assumed by BB&T, and was converted into a stock option exercisable for BB&T Common Stock. This Form S-8 relates to 560,000 shares of Common Stock originally registered on the Form S-4 that may be issued following the merger upon the exercise of assumed options held by current employees of National Penn that were originally granted under the Plans. The Form S-8 is being filed to convert 560,000 shares of the registrants Common Stock covered by the Form S-4 to be covered by the Form S-8. The Form S-4, as amended by the Form S-8, is referred to as the Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents of the registrant filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference (other than information in such filings deemed, under Commission rules or otherwise, not...


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