Form S-8 01-17-14 POS B


As filed with the Securities and Exchange Commission on January 8, 2014
Registration No. 333 - 115136


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO
 
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
PARK NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Ohio
 
31-1179518
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

50 North Third Street, Newark, Ohio
 
43058-3500
(Address of Principal Executive Offices)
 
(Zip Code)

Park National Corporation
Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries
(Full title of the plan)

David L. Trautman
 
Copy to:
Park National Corporation
 
Elizabeth Turrell Farrar, Esq.
50 North Third Street
 
Vorys, Sater, Seymour and Pease LLP
Newark, Ohio 43055
 
52 East Gay Street
(Name and address of agent for service)
 
Columbus, Ohio  43215

(740) 349-8451
(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.

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





EXPLANATORY NOTE

Park National Corporation, an Ohio corporation (“Park”), registered 100,000 of its common shares, without par value (the “Common Shares”), for issuance under the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries pursuant to a Registration Statement on Form S-8 (Registration No. 333-115136), filed with the Securities and Exchange Commission on May 4, 2004.
In connection with the approval by Park’s shareholders of the Park National Corporation 2013 Long-Term Incentive Plan at the 2013 Annual Meeting of Shareholders of Park held on April 22, 2013, the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries was terminated and Park will grant no further awards under the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries.
This Post-Effective Amendment No. 1 is being filed to deregister 40,240 Common Shares that have not been issued under the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries.
Accordingly, Park hereby withdraws from registration under the Registration Statement on Form S-8 (Registration No. 333-115136), the 40,240 Common Shares that have not been and will not be issued under the Park National Corporation Stock Plan for Non-Employee Directors of Park National Corporation and Subsidiaries.





Item 8. Exhibits.

(a)    Exhibits:

The following exhibit is filed with this Post-Effective Amendment No. 1 to Form S-8 Registration Statement:

Exhibit No.
 
Description
 
 
 
24
 
Powers of Attorney of Executive Officers and Directors of Park National Corporation







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signature page follows]






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of Ohio, on the 8th day of January, 2014.
                            
PARK NATIONAL CORPORATION
 
 
By:
/s/ David L. Trautman
 
David L. Trautman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on January 8, 2014.

Signature
 
Title
/s/ C. Daniel DeLawder
C. Daniel DeLawder
 
Chairman of the Board and Director
/s/ David L. Trautman
David L. Trautman
 
Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ Brady T. Burt
Brady T. Burt
 
Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)
/s/ Matthew R. Miller
Matthew R. Miller
 
Chief Accounting Officer (Principal Accounting Officer)
/s/ Donna M. Alvarado*
Donna M. Alvarado
 
Director
/s/ Maureen Buchwald*
Maureen Buchwald
 
Director
/s/ Harry O. Egger*
Harry O. Egger
 
Director
/s/ F. William Englefield IV*
F. William Englefield IV
 
Director
/s/ Stephen J. Kambeitz*
Stephen J. Kambeitz
 
Director
/s/ William T. McConnell*
William T. McConnell
 
Director
/s/ Timothy S. McLain*
Timothy S. McLain
 
Director
/s/ Dr. Charles W. Noble, Sr.*
Dr. Charles W. Noble, Sr.
 
Director
/s/ John J. O'Neill*
John J. O'Neill
 
Director
Robert E. O'Neill*
Robert E. O'Neill
 
Director
/s/ Rick R. Taylor*
Rick R. Taylor
 
Director
/s/Leon Zazworsky*
Leon Zazworsky
 
Director

*The undersigned, by signing his name hereto, does hereby sign this Post-Effective Amendment No. 1 to Form S-8 Registration Statement on behalf of each of the directors of the Registrant identified above pursuant to Powers of Attorney executed by the directors identified above, which Powers of Attorney are filed with this Post-Effective Amendment No. 1 to Form S-8 Registration Statement as Exhibit 24.
By:
/s/ David L. Trautman
January 8, 2014
 
David L. Trautman, Chief Executive Officer and President
 





INDEX TO EXHIBITS

Exhibit No.
Description
24
Powers of Attorney of Executive Officers and Directors of Park National Corporation (Filed herewith)