Securities Registration: Employee Benefit Plan (s-8)
17 Mai 2023 - 12:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 16, 2023
Registration
Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its
charter)
Pennsylvania |
23-2195389 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania |
17604 |
(Address of principal executive offices) |
(Zip Code) |
AMENDED AND RESTATED 2023 DIRECTOR EQUITY PLAN
(Formerly the Amended and Restated Directors’
Equity Participation Plan)
(Full Title of the Plan)
Curtis J. Myers
Chairman, Chief Executive Officer and President
Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604 |
(Name and address of agent for service) |
(717) 291-2411
(Telephone number, including area code, of agent
for service)
With a copy to:
Natasha R. Luddington, Esq.
Senior Executive Vice President, Chief Legal
Officer
and Corporate Secretary
Fulton Financial Corporation
One Penn Square, P.O. Box 4887
Lancaster, Pennsylvania 17604
(717) 291-2411 |
Shawn M. Turner, Esq.
Holland & Knight LLP
1801 California Street, Suite 5000
Denver, Colorado 80202
(303) 974-6645 |
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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ☒ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
|
Emerging growth company ☐ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On June 22, 2011, Fulton Financial
Corporation (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”)
a Registration Statement on Form S-8 (Commission No. 333-175065) (the “Original Registration Statement”) registering
shares of the Registrant’s common stock that may be issued under the Fulton Financial Corporation 2011 Directors’ Equity Participation
Plan (the “2011 Plan”). On June 18, 2019, the Registrant filed with the Commission a Post-Effective Amendment No. 1
to the Original Registration Statement to reflect amendments to the 2011 Plan (as amended, the “2019 Director Equity Plan”).
On March 21, 2023, the Registrant’s
board of directors approved the amendment and restatement of the 2019 Director Equity Plan (as amended and restated, the “2023
Director Equity Plan”), subject to shareholder approval. The 2023 Director Equity Plan was approved by the Registrant’s
shareholders at the Registrant’s annual meeting of shareholders held on May 16, 2023. The 2023 Director Equity Plan provides, among
other things, that the total number of shares of the Registrant’s common stock that may be granted under the 2023 Director Equity
Plan will be 500,000, which consists of (i) the remaining shares of the Registrant’s common stock available to be granted under
the 2019 Director Equity Plan as of May 16, 2023 and (ii) an additional 453,922 shares (the “Additional Shares”) of
the Registrant’s common stock. This Registration Statement on Form S-8 (“Registration Statement”) is being filed
by the Registrant to register the Additional Shares of the Registrant’s common stock for issuance under the 2023 Director Equity
Plan.
Pursuant to General Instruction
E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Registration
Statement on Form S-8 of the Company filed with the Commission on June 22, 2011 (File No. 333-175065), including any amendments thereto
or filings incorporated therein, are incorporated herein by this reference to the extent not modified, superseded or replaced hereby,
or by any subsequently filed document that is incorporated by reference herein or therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM I. PLAN INFORMATION.
The documents containing the
information specified in Item 1 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. In accordance
with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
ITEM 2. REGISTRANT INFORMATION
AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the
information specified in Part I, Items 1 and 2 will be delivered to each of the participants in accordance with Form S-8 and Rule 428
promulgated under the Securities Act. The participants shall be notified by a written statement that, upon written or oral request, they
will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of the Registration Statement, and
(ii) other documents required to be delivered pursuant to Rule 428(b). The statement will inform the participants that these documents
are incorporated by reference in the Section 10(a) prospectus, and shall include the address (giving title or department) and telephone
number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents previously
or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
| d) | All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) since the end of the fiscal year covered by the Registrant’s Form 10-K referred to in (a) above; and |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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 such securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
All of the above-referenced
documents shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named
Experts and Counsel.
Not applicable.
Item 6. Indemnification of
Directors and Officers.
Section 1741 of the Pennsylvania
Business Corporation Law (the “PBCL”) provides, in general, that a corporation will have the power to indemnify any
person who was or is a party or is threatened to
be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that the person is or was a representative of the corporation, or is or was serving at the request
of the corporation as a representative of another enterprise. Such indemnity may be against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or proceeding,
if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the
corporation and if, with respect to any criminal proceeding, the person did not have reasonable cause to believe his conduct was unlawful.
Section 1742 of the PBCL provides,
in general, that a corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a representative of the corporation or is or was serving at the request of the corporation as a representative
of another entity. Such indemnity may be against expenses (including attorneys’ fees) actually and reasonably incurred by the person
in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed
to be in, or not opposed to, the best interests of the corporation, except no indemnification will be made in respect of any claim, issue,
or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common
pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which
the action was brought will determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court
deems proper.
Under Section 1743 of the
PBCL, the 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. Under Section 1745 of the PBCL, a
corporation may pay the expenses of a director or officer incurred in defending an action or proceeding in advance of the final disposition
thereof upon receipt of an undertaking from such person to repay the amounts advanced unless it is ultimately determined that such person
is entitled to indemnification from the corporation. Article V, Section 1 of Registrant’s bylaws (the “Bylaws”) provides
for indemnification of directors, officers, employees and other agents of Registrant and advancement of expenses upon the undertaking
by or on behalf of the indemnified party to repay such amount if it is ultimately determined that the indemnified person is not entitled
to be indemnified.
Article V, Section 3 of Registrant’s
Bylaws provide that the rights to indemnification and advancement of expenses in the Bylaws are not exclusive, and may be in addition
to, indemnification rights provided for under any agreement, by vote of shareholders or disinterested directors, or otherwise. As authorized
by Section 1747 of the PBCL and Article V, Section 4 of Registrant’s Bylaws, Fulton maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of their duties as well as insurance covering Registrant
for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by Registrant.
The foregoing is only a general
summary of certain aspects of Pennsylvania law and Registrant’s Bylaws with respect to with indemnification of directors and officers
and does not purport to be complete. The description of the Bylaws is qualified in its entirety by reference to the detailed provisions
of Article V of the Bylaws of Registrant.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits.
* Filed herewith.
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; |
| (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; |
| (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 paragraphs
(a)(l)(i) and (a)(l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant with the Securities and Exchange Commission pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. |
| 2) | That, for the purposes 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 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 the time shall be deemed to be the initial
bona fide offering thereof. |
| c) | 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
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 policy as expressed in the Act and will be governed by 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 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 Lancaster, Commonwealth of Pennsylvania, on the 16th day of May, 2023.
|
FULTON FINANCIAL CORPORATION |
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By: |
/s/ Curtis J. Myers |
|
|
Curtis J. Myers
Chairman, Chief Executive Officer
and President |
KNOW ALL PERSONS BY THESE
PRESENTS, that each individual whose signature appears below constitutes and appoints Natasha R. Luddington, Mark A. Crowe and John R.
Merva ,and each of them, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for
the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits and any and all other documents
filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite
and necessary to be done in ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Signature |
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Capacity |
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Date |
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/s/ Jennifer Craighead Carey |
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Director |
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May 16, 2023 |
Jennifer Craighead Carey |
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/s/ Lisa Crutchfield |
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Director |
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May 16, 2023 |
Lisa Crutchfield |
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/s/ Anthony L. Cossetti |
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Executive Vice
President, Chief Accounting Officer and Controller
(Principal Accounting
Officer) |
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May 16, 2023 |
Anthony L. Cossetti |
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/s/ Denise L. Devine |
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Director |
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May 16, 2023 |
Denise L. Devine |
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/s/ Steven S. Etter |
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Director |
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May 16, 2023 |
Steven S. Etter |
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/s/ George K. Martin |
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Director |
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May 16, 2023 |
George K. Martin |
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/s/ Mark R. McCollom |
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Senior Executive
Vice President and Chief
Financial Officer
(Principal Financial
Officer) |
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May 16, 2023 |
Mark R. McCollom |
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/s/ James R. Moxley III |
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Director |
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May 16, 2023 |
James R. Moxley III |
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/s/ Curtis J. Myers |
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Chairman, Chief
Executive Officer and President
(Principal Executive
Officer) |
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May 16, 2023 |
Curtis J. Myers |
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/s/ Antoinette M. Pergolin |
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Director |
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May 16, 2023 |
Antoinette M. Pergolin |
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/s/ Scott A. Snyder |
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Director |
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May 16, 2023 |
Scott A. Snyder |
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/s/ Ronald H. Spair |
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Director |
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May 16, 2023 |
Ronald H. Spair |
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/s/ E. Philip Wenger |
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Director |
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May 16, 2023 |
E. Philip Wenger |
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