As filed with the Securities and Exchange Commission on June 23, 2017
RegistrationNo. 033-55553
RegistrationNo. 333-63518
RegistrationNo. 333-108996
RegistrationNo. 333-123493
RegistrationNo. 333-214543
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.033-55553
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-63518
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-108996
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-123493
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-214543
UNDER
THE SECURITIES ACT OF 1933
FIFTH THIRD BANCORP
(Exact name of registrant as specified in its charter)
Ohio | 31-0854434 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | |
38 Fountain Square Plaza Cincinnati, Ohio | 45263 | |
(Zip Code) |
The Fifth Third Bancorp Master Profit Sharing Plan
Grand Premier Financial, Inc. Savings and Stock Plan and Trust
Merchants Bancorp, Inc. Thrift Plan
Old Kent Thrift Plan
Fifth Third Bancorp Frozen Successor Plan, as amended
Southern Community Bancorp Employees’ Savings & Profit Sharing Plan
Fifth Third Bancorp 401(k) Savings Plan
(Full title of the plan)
Saema Somalya, Esq.
Fifth Third Bancorp
38 Fountain Square Plaza
MD 10909F
Cincinnati, Ohio 45263
(513)534-4300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
H. Samuel Lind, Esq.
Fifth Third Bancorp
38 Fountain Square Plaza
MD 10909 F
Cincinnati, Ohio 45263
(513)534-4300
(513)534-6757 (fax)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on FormS-8 previously filed with the Securities and Exchange Commission (“SEC”) by Fifth Third Bancorp (the “Company”) and the employee benefit plans named on the cover page to this Post-Effective Amendment (collectively, the “Benefit Plans”) with respect to the common stock, no par value per share (“Common Stock”), of the Company and interests in the Benefit Plans that might be offered and sold pursuant to the Benefit Plans (collectively, the “Registration Statements”):
• | Registration StatementNo. 033-55553 |
• | Registration StatementNo. 333-63518 |
• | Registration StatementNo. 333-108996 |
• | Registration StatementNo. 333-123493 |
• | Registration StatementNo. 333-214543 |
This Post-Effective Amendment is being filed to withdraw and remove from registration any unsold shares of Common Stock and plan interests in the Benefit Plans previously registered by the Company pursuant to the Registration Statements. The Grand Premier Financial, Inc. Savings and Stock Plan and Trust, the Merchants Bancorp Inc. Thrift Plan, the Southern Community Bancorp Employees’ Savings & Profit Sharing Plan and The Old Kent Thrift Plan previously were merged, directly or indirectly, into the Fifth Third Bancorp 401(k) Savings Plan or otherwise were terminated. The Fifth Third Bancorp 401(k) Savings Plan (formerly known as The Fifth Third Bancorp Master Profit Sharing Plan) and the Fifth Third Bancorp Frozen Successor Plan were amended, effective June 23, 2017, to eliminate the right of participants in the plans to elect pursuant to the Plans to invest in the Company’s Common Stock.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Cincinnati, State of Ohio, on June 23, 2017.
FIFTH THIRD BANCORP | ||
By: | /s/ GREG CARMICHAEL | |
Name: Greg Carmichael | ||
Title: President and Chief Executive Officer |
PLAN SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act, as amended, the Fifth Third Pension, 401(k) and Medical Plans Committee, which administers the Fifth Third Bancorp 401(k) Savings Plan and the Fifth Third Bancorp Frozen Successor Plan, has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Cincinnati, State of Ohio, on June 23, 2017.
FIFTH THIRD BANCORP 401(K) SAVINGS PLAN | ||
(formerly known as The Fifth Third Bancorp Master Profit Sharing Plan and successor to certain of the Benefit Plans named above) | ||
FIFTH THIRD BANCORP FROZEN SUCCESSOR PLAN | ||
By: Fifth Third Pension, 401(k) and Medical Plans Committee | ||
By: | /s/ ROBERT P. SHAFFER | |
Robert P. Shaffer | ||
By: | /s/ NANCY C. PINCKNEY | |
Nancy C. Pinckney | ||
By: | /s/ TERESA J. TANNER | |
Teresa J. Tanner |