As filed with the Securities and Exchange Commission on May 23, 2007
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-1435979 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(Address, including zip code, of registrant’s principal executive offices)
The PNC Financial Services Group, Inc. 2006 Incentive Award Plan
(Full title of the plan)
Richard J. Johnson
Chief Financial Officer
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-2000
(Name, address, and telephone number, including area code, of agent for service)
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 | ||||||||
| Common Stock, $5.00 Par Value |
33,325,317 | (3) | $ | 74.15 | $ | 2,471,072,255.55 | $ | 75,861.92 | ||||
| (1) | In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers any additional securities that may become issuable pursuant to stock splits, stock dividends or similar transactions, without the need for any post-effective amendment. |
| (2) | Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h). Calculated on the basis of the average of the reported high and low trading prices on the New York Stock Exchange for the Registrant’s common stock on May 22, 2007, which date is within 5 business days prior to the date of the filing of this Registration Statement. |
| (3) | This Registration Statement also relates to the shares of common stock registered under Form S-8 Registration Statements 333-134169 and 333-139345. Shares issuable under The PNC Financial Services Group, Inc. 2006 Incentive Award Plan have been previously registered under the Securities Act of 1933, of which 4,652,278 are being carried forward pursuant to this Registration Statement. |
EXPLANATORY STATEMENT
The purpose of this Registration Statement is to register an additional 33,325,317 shares of PNC common stock for issuance pursuant to The PNC Financial Services Group, Inc. 2006 Incentive Award Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, each as filed by The PNC Financial Services Group, Inc. (“PNC”) with the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), are incorporated herein by reference:
| • | PNC’s annual report on Form 10-K for the year ended December 31, 2006 |
| • | PNC’s quarterly report on Form l0-Q for the quarter ended March 31, 2007 |
| • | PNC’s current reports on Form 8-K (by date of earliest event reported and date filed): dated January 4, 2007 (filed January 10, 2007); dated January 24, 2007 as to Item 8.01 and Item 9.01, Exhibit 23.1 thereof (filed January 24, 2007); dated February 1, 2007 (filed February 2, 2007); dated February 8, 2007 (filed February 9, 2007); dated February 13, 2007 (filed February 20, 2007); dated February 28, 2007 (filed March 6, 2007); dated March 2, 2007 (filed March 8, 2007); dated March 22, 2007 (filed March 28, 2007); dated March 29, 2007 (filed March 30, 2007); and dated April 24, 2007 (filed April 30, 2007); and amendment on Form 8-K/A to PNC’s current report dated November 15, 2006 (filed March 7, 2007) |
| • | The description of PNC common stock set forth in the registration statement on Form 8-A filed by PNC pursuant to Section 12 of the Exchange Act in September 1987, including any amendment or report filed with the SEC for the purpose of updating this description |
| • | PNC’s Articles of Incorporation, as amended and restated, filed by PNC as Exhibit 3.4 to its quarterly report on Form 10-Q for the quarter ended March 31, 2007 |
PNC also incorporates herein by reference any additional documents subsequently filed by PNC with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Each such document shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the respective date of filing of each such document. These documents may include current reports on Form 8-K and periodic reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as proxy statements. Any report, document or portion thereof that is furnished to, but not filed with, the SEC is not incorporated by reference.
| Item 6. | Indemnification of Directors and Officers. |
Pursuant to Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988 (Act of December 21, 1988, P.L. 1444), which we refer to as the PA BCL, PNC has the power to indemnify its directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in, or not opposed to, the best interests of the corporation and, with respect to a criminal proceeding, that the director or officer had no reasonable cause to believe his or her conduct was unlawful. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation unless and to the extent that the person is adjudged to be fairly and
reasonably entitled to indemnity. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Pursuant to Section 1745 of the PA BCL, PNC has the power to pay expenses (including attorneys’ fees) incurred by a director or officer in a proceeding in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation.
Section 1746 of the PA BCL provides that the foregoing provisions shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under, among other things, any by-law provision, provided that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
PNC’s By-Laws generally provide for the mandatory indemnification of directors and officers in accordance with and to the full extent permitted by the laws of the Commonwealth of Pennsylvania as in effect at the time of such indemnification and for mandatory advancement of expenses upon receipt of the required undertaking. PNC’s By-Laws also eliminate, to the maximum extent permitted by the laws of the Commonwealth of Pennsylvania, the personal liability of directors for monetary damages for any action taken, or any failure to take any action as a director, except in any case where such elimination is not permitted by law. Section 20 of the Plan (included as Exhibits 99.1 and 99.2 to this Registration Statement) also provides for indemnification of members of the Plan Committee.
PNC has purchased directors’ and officers’ liability insurance covering certain liabilities that may be incurred by its directors and officers in connection with the performance of their duties.
| Item 8. | Exhibits. |
The exhibits listed in the Exhibit Index of this Registration Statement are filed herewith or, where so indicated, are incorporated herein by reference to other filings. Incorporated document references to filings by the Registrant are to SEC File No. 001-09718.
| Item 9. | Undertakings. |
The undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (4) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| i. | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
| ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| iv. | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser; and |
| (5) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on May 23, 2007.
| THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant) | ||||
| By: | /s/ Samuel R. Patterson |
|||
| (Signature and Title) | ||||
| Samuel R. Patterson, | ||||
| Senior Vice President and Controller | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature |
Title |
Date | ||
| * |
Chairman, Chief Executive Officer and | May 23, 2007 | ||
| James E. Rohr | Director (Principal Executive Officer) | |||
| * |
Chief Financial Officer (Principal | May 23, 2007 | ||
| Richard J. Johnson | Financial Officer) | |||
| /s/ Samuel R. Patterson |
Controller (Principal Accounting Officer) | May 23, 2007 | ||
| Samuel R. Patterson | ||||
| *By: | /s/ Samuel R. Patterson |
|||
| Samuel R. Patterson, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith | ||||
| * |
Director | May 23, 2007 | ||
| Richard O. Berndt | ||||
| * |
Director | May 23, 2007 | ||
| Charles E. Bunch | ||||
| * |
Director | May 23, 2007 | ||
| Robert N. Clay | ||||
| * |
Director | May 23, 2007 | ||
| George A. Davidson, Jr. | ||||
| * |
Director | May 23, 2007 | ||
| Kay Coles James | ||||
| * |
Director | May 23, 2007 | ||
| Richard B. Kelson | ||||
| * |
Director | May 23, 2007 | ||
| Bruce C. Lindsay | ||||
| * |
Director | May 23, 2007 | ||
| Anthony A. Massaro | ||||
| * |
Director | May 23, 2007 | ||
| Jane G. Pepper | ||||
| * |
Director | May 23, 2007 | ||
| Donald J. Shepard | ||||
| * |
Director | May 23, 2007 | ||
| Lorene K. Steffes | ||||
| * |
Director | May 23, 2007 | ||
| Dennis F. Strigl | ||||
| * |
Director | May 23, 2007 | ||
| Stephen G. Thieke | ||||
| * |
Director | May 23, 2007 | ||
| Thomas J. Usher | ||||
| * |
Director | May 23, 2007 | ||
| Helge H. Wehmeier | ||||
| *By: |
/s/ Karen M. Barrett |
|||
| Karen M. Barrett, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith | ||||
INDEX TO EXHIBITS
| Exhibit 4.1 | Articles of Incorporation of The PNC Financial Services Group, Inc., as amended and restated | Incorporated by reference to Exhibit 3.4 to the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2007 | ||
| Exhibit 4.2 | By-Laws of The PNC Financial Services Group, Inc., as amended and restated effective as of December 14, 2005 | Incorporated by reference to Exhibit 3.5 to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2005 | ||
| Exhibit 23 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | Filed herewith | ||
| Exhibit 24 | Powers of Attorney | Filed herewith | ||
| Exhibit 99.1 | The PNC Financial Services Group, Inc. 2006 Incentive Award Plan | Incorporated by reference to Exhibit 10.39 to the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 | ||
| Exhibit 99.2 | First Amendment to The PNC Financial Services Group, Inc. 2006 Incentive Award Plan | Filed herewith | ||