0001104659-15-030127.txt : 20150424 0001104659-15-030127.hdr.sgml : 20150424 20150424161011 ACCESSION NUMBER: 0001104659-15-030127 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150424 DATE AS OF CHANGE: 20150424 EFFECTIVENESS DATE: 20150424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-142194 FILM NUMBER: 15791945 BUSINESS ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 651-466-3000 MAIL ADDRESS: STREET 1: U.S.BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 S-8 POS 1 a15-9743_2s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on April 24, 2015

Registration No. 333-142194

Registration No. 333-166193

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1
TO

 

FORM S-8

 

REGISTRATION STATEMENTS
UNDER THE SECURITIES ACT OF 1933

 

 

U.S. BANCORP

(Exact name of registrant as specified in its charter)

 

Delaware

 

41-0255900

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

800 Nicollet Mall

Minneapolis, Minnesota  55402
(Address of principal executive offices)(Zip code)

 

U.S. Bancorp 2007 Stock Incentive Plan

U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan

(Full title of the plan)

 

James L. Chosy, Esq.
Executive Vice President, General Counsel
 and Corporate Secretary

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota  55402

(Name and address of agent for service)

 

Copy to:
Jay L. Swanson, Esq.
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota  55402
(612) 340-2600

 

(651) 466-3000
(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 x

 

Accelerated filer o

 

Non-accelerated filer   o
(Do not check if a smaller reporting
company)

 

Smaller reporting
company o

 

 

 


 

EXPLANATORY NOTE / DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (this “Amendment”) amends the following Form S-8 Registration Statements (the “Registration Statements”) of U.S. Bancorp (the “Company”):

 

·                  Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) (Registration No. 333-142194) on April 18, 2007, registering (i) 70,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), that may be issued pursuant to the U.S. Bancorp 2007 Stock Incentive Plan (the “2007 Stock Plan”), and (ii) options to purchase 70,000,000 shares of Common Stock that may be granted pursuant to the 2007 Stock Plan; and

 

·                  Registration Statement on Form S-8 filed with the SEC (Registration No. 333-166193) on April 20, 2010, registering (i) 50,000,000 shares of Common Stock that may be issued pursuant to the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (together with the 2007 Stock Plan, the “Former Stock Plan”), and (ii) options to purchase 50,000,000 shares of Common Stock that may be granted pursuant to the Former Stock Plan.

 

On April 21, 2015, the shareholders of the Company approved the U.S. Bancorp 2015 Stock Incentive Plan (the “New Stock Plan”), which replaces the Former Stock Plan.  No future awards will be made under the Former Stock Plan.  This Amendment is being filed by the Company, in accordance with the undertaking made by the Company in the Registration Statements, to remove from registration all shares of Common Stock and options to acquire Common Stock that have not been awarded or issued under the Former Stock Plan and that, in the case of shares of Common Stock, are not subject to outstanding options or other awards, and that are not otherwise available for grant under the New Stock Plan.  Of the 120,000,000 shares of Common Stock registered for issuance under the Former Stock Plan, 46,258,602 shares are hereby deregistered.  Of the options to acquire 120,000,000 shares of Common Stock registered for issuance under the Former Stock Plan, options to acquire 46,258,602 shares are hereby deregistered.

 

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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 the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Kentucky, on April 21, 2015.

 

 

 

U.S. BANCORP

 

 

 

 

 

By:

/s/ Richard K. Davis

 

 

 

Richard K. Davis

 

 

 

Chairman, President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed on April 21, 2015 by the following persons in the capacities indicated.

 

Signature and Title

 

 

 

 

 

 

 

 

/s/ Richard K. Davis

 

 

Richard K. Davis,

 

 

Chairman, President and Chief Executive Officer

 

 

(principal executive officer)

 

 

 

 

 

/s/ Kathleen A. Rogers

 

 

Kathleen A. Rogers,

 

 

Vice Chairman and Chief Financial Officer

 

 

(principal financial officer)

 

 

 

 

 

/s/ Craig E. Gifford

 

 

Craig E. Gifford,

 

 

Executive Vice President and Controller

 

 

(principal accounting officer)

 

 

 

 

 

/s/ Douglas M. Baker, Jr.

 

 

Douglas M. Baker, Jr., Director

 

 

 

 

 

/s/ Arthur D. Collins, Jr.

 

 

Arthur D. Collins, Jr., Director

 

 

 

 

 

/s/ Kimberly J. Harris

 

 

Kimberly J. Harris., Director

 

 

 

 

 

/s/ Roland A. Hernandez

 

 

Roland A. Hernandez, Director

 

 

 

 

 

/s/ Doreen Woo Ho

 

 

Doreen Woo Ho, Director

 

 

 

 

 

/s/ Joel W. Johnson

 

 

Joel W. Johnson, Director

 

 

 

 

 

/s/ Olivia F. Kirtley

 

 

Olivia F. Kirtley, Director

 

 

 

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Signature and Title

 

 

 

 

 

/s/ Jerry W. Levin

 

 

Jerry W. Levin, Director

 

 

 

 

 

/s/ David B. O’Maley

 

 

David B. O’Maley, Director

 

 

 

 

 

/s/ O’dell M. Owens, M.D., M.P.H.

 

 

O’Dell M. Owens, M.D., M.P.H., Director

 

 

 

 

 

/s/ Craig D. Schnuck

 

 

Craig D. Schnuck, Director

 

 

 

 

 

/s/ Patrick T. Stokes

 

 

Patrick T. Stokes, Director

 

 

 

 

 

/s/ Scott W. Wine

 

 

Scott W. Wine, Director

 

 

 

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