As filed with the Securities and Exchange Commission on September 13, 2002.
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
KEYCORP
(Exact Name of Registrant as Specified in Its Charter)
OHIO
(State or Other Jurisdiction of Incorporation or Organization)
34-6542451
(I.R.S. Employer Identification Number)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Address of Principal Executive Offices)
--------------------
KEYCORP CHIEF EXECUTIVE OFFICER RESTRICTED STOCK PLAN
(Full Title of the Plan)
--------------------
STEVEN N. BULLOCH
ASSISTANT SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Name and Address of Agent For Service)
(216) 689-5109
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registration
to be to be Price Per Offering Fee
Registered Registered (1) Share (2) Price (2)
------------------------------------------------------------------------------------------
Common Shares
with a par 500,000 $26.965 $13,482,500 $1,240.39
value of $1
each (3)
=========================================================================================
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers such additional
KeyCorp common shares, with a par value of $1 each (the "Common Shares"),
as may become reusable pursuant to anti-dilution provisions of the KeyCorp
Chief Executive Officer Restricted Stock Plan.
(2) As calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), the maximum aggregate offering price is
based on the average of the high and low prices of the Common Shares, for
September 9, 2002, within five business days prior to filing. This figure
represents the maximum aggregate offering price based on the number of
Common Shares registered under this Form S-8.
(3) Each Common Share includes an associated right to purchase one Common Share
(the "Right"). Until the occurrence of certain prescribed events, none of
which has occurred, the Right is not exercisable, is evidenced by the
certificate representing the Common Share, and will be transferred along
with and only with the Common Share.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
registration statement on Form S-8 (the "Registration Statement") will be sent
or given to participants in the KeyCorp Signing Bonus Plan as specified by Rule
428(b)(1) under the Securities Act. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission (the "SEC"), are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 2001,
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June
30, 2002.
2. Current Reports on Form 8-K filed on (a) January 16, 2002, (b) April
17, 2002, (c) July 16, 2002, (d) August 8, 2002, and (e) August 13, 2002.
3. The description of (a) the Common Shares contained in the
Registration Statement on Form 8-A filed with the SEC on July 31, 1992, as
amended by Forms 8-A/A filed on October 15, 1993, February 25, 1994, and June
19, 1997, respectively, registering the KeyCorp Common Shares under Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and (b) the Rights contained in the Registration Statement on Form 8-A filed on
June 19, 1997, as amended by Form 8-A/A filed on March 6, 1998.
4. All documents filed by KeyCorp pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all of the securities offered hereby have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing such documents.
3
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees, and agents ("Covered Persons") within prescribed
limits and must indemnify them under certain circumstances. Ohio law
permits a corporation to indemnify a Covered Person against expenses,
judgments, fines, and settlements reasonably incurred in a nonderivative
suit, and against expenses reasonably incurred in a derivative suit, if the
Covered Person acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the corporation. In addition,
Ohio law permits a corporation to indemnify a Covered Person in a criminal
action or proceeding, other than in a derivative suit, if the person had no
reasonable cause to believe his or her conduct was unlawful.
Unless ordered by a court, no indemnification of expenses in a derivative
suit is authorized by Ohio law if the Covered Person is ultimately adjudged
to be liable for negligence or misconduct in the performance of his or her
duty to the corporation. However, if a Covered Person is successful on the
merits or in defense on a matter, indemnification of expenses is mandatory.
In addition, under Ohio law, a Director's expenses shall be paid by the
corporation as they are incurred, provided the Director agrees to
reasonably cooperate with the corporation and to repay the amounts advanced
if it is proved by clear and convincing evidence that the Director's action
or failure to act was done with reckless disregard for the best interests
of the corporation.
Under Ohio law, a Director is not liable for monetary damages unless it is
proved by clear and convincing evidence that the Director's action or
failure to act was undertaken with deliberate intent to cause injury to the
corporation or with reckless disregard for the best interests of the
corporation. There is, however, no comparable provision limiting the
liability of officers, employees, or agents of a corporation. The statutory
right to indemnification is not exclusive in Ohio, and is in addition to
any other rights granted to persons seeking indemnification.
The Amended and Restated Regulations of KeyCorp provide that KeyCorp shall
indemnify to the fullest extent permitted by the Ohio General Corporation
Law any person made or threatened to be made a party to any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or she is or was a director, officer, or
employee of KeyCorp or of any other bank, corporation, partnership, trust,
or other enterprise for which he or she was serving as a director, officer,
or employee at the request of KeyCorp.
4
KeyCorp is a party to Employment Agreements with certain of its executive
officers and is also a party to Change of Control Agreements with certain
executive officers. Generally, pursuant to the Employment Agreements and,
after a change of control (as defined), pursuant to each Change of Control
Agreement, KeyCorp has agreed to (i) indemnify the executive officer, to
the full extent permitted or authorized by the Ohio General Corporation
Law, if the executive officer is made or threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason
of the executive officer's serving as an employee, officer, or director of
KeyCorp and/or any of its subsidiaries or is or was serving at the request
of KeyCorp or any of its subsidiaries as a director, trustee, officer, or
employee of a bank, corporation, partnership, joint venture, trust or other
enterprise, and (ii) advance expenses incurred by the executive officer in
defending any action, suit, or proceeding commenced or threatened for any
action or failure to act as an employee, officer, or director of KeyCorp or
any of its subsidiaries. The expenses so advanced to officers and employees
of KeyCorp shall be repaid if it is ultimately determined that such
executive officer is not entitled to be indemnified. With respect to
Directors of KeyCorp, the amount of expenses paid as incurred shall be
repaid if it is determined that action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury or reckless
disregard for the best interests of KeyCorp or any of its subsidiaries.
The indemnification provided under the Employment Agreements and each of
the Change of Control Agreements shall continue after the executive officer
has ceased to be an executive officer, and shall inure to the benefit of
the heirs, executors, and administrators of the executive officer.
Under the terms of directors' and officers' liability and reimbursement
insurance policy, directors and officers of KeyCorp are insured against
certain liabilities, including liabilities arising under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index
on page 8, and are incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) 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;
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
5
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) 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;
provided, however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the SEC by KeyCorp pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of KeyCorp's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of KeyCorp
pursuant to the foregoing provisions, or otherwise, KeyCorp has been advised
that in the opinion of the SEC 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 KeyCorp of expenses incurred or paid by a director, officer, or
controlling person of KeyCorp 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, KeyCorp will, unless in the
6
opinion of its counsel the matter has been settled by the 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, KeyCorp 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 13th day of September, 2002.
KEYCORP
By: /s/ Steven N. Bulloch
-------------------------------
Steven N. Bulloch
Assistant Secretary
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
---------------------------------------------------------------------------------------------------
Henry L. Meyer III, Chairman, Chief Executive September 13, 2002
Officer, President, and
Director;
K. Brent Somers, Senior Executive Vice President and September 13, 2002
Chief Financial Officer
(Principal Financial Officer);
Lee G. Irving, Executive Vice President and September 13, 2002
Chief Accounting Officer
(Principal Accounting Officer);
Cecil D. Andrus, Director; September 13, 2002
William G. Bares, Director; September 13, 2002
Edward P. Campbell, Director; September 13, 2002
Carol A. Cartwright, Director; September 13, 2002
Alexander M. Cutler, Director; September 13, 2002
Henry S. Hemingway, Director; September 13, 2002
Charles R. Hogan, Director; September 13, 2002
Shirley A. Jackson, Director; September 13, 2002
Douglas J. McGregor, Director; September 13, 2002
Steven A. Minter, Director; September 13, 2002
Bill R. Sanford, Director; September 13, 2002
7
Ronald B. Stafford, Director; September 13, 2002
Thomas C. Stevens, Director, September 13, 2002
Dennis W. Sullivan, Director; September 13, 2002
Peter G. Ten Eyck, Director; September 13, 2002
The undersigned, by signing his name hereto, executes this Form S-8 Registration
Statement pursuant to Powers of Attorney executed by the above-named Officers
and Directors and filed with the Securities and Exchange Commission as Exhibit
24 hereto.
By: /s/ Steven N. Bulloch Date: September 13, 2002
-----------------------------------
Steven N. Bulloch
Attorney-in-Fact
KEYCORP
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
No:
4(a). Amended and Restated Articles of Incorporation of KeyCorp, filed on
November 13, 1998, as Exhibit 3 to Form 10-Q, and incorporated
herein by reference.
4(b). Amended and Restated Regulations of KeyCorp, effective May 23, 2002,
and filed as Exhibit 3.2 to Form 10-Q filed on August 13, 2002, and
incorporated herein by reference.
4(c). Restated Rights Agreement, dated as of May 15, 1997, between KeyCorp
and KeyBank National Association, as Rights Agent, filed as Exhibit
15 to Form 8-A dated June 19, 1997, and incorporated herein by
reference.
15. Acknowledgment Letter of Ernst & Young LLP.
23. Consent of Ernst & Young LLP.
24. Powers of attorney pursuant to which certain officers and Directors
have signed this Form S-8 Registration Statement.
8