As filed with the Securities and Exchange Commission on July 16, 2003.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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KEYCORP AMENDED AND RESTATED
DISCOUNTED STOCK PURCHASE PLAN
(Full Title of the Plan)
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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
===================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
------------------------ ------------ ------------------ ------------------ ----------------
Common Shares with a 2,000,000 shares $ 25.38 $50,760,000 $ 4,106.48
par value of $1 each (2)
===================================================================================================================
(1) 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 KeyCorp Common
Shares, with a par value of $1 each (the "Common Shares"), for July 11,
2003.
(2) 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.
EXPLANATORY STATEMENT
Pursuant to General Instruction E of Form S-8, this Registration Statement
registers an additional 2,000,000 KeyCorp Common Shares to be available for
purchase under the KeyCorp Amended and Restated Discounted Stock Purchase Plan.
KeyCorp previously registered KeyCorp Common Shares for purchase under the plan
on Registration Statement on Form S-8, File No. 333-65391, filed with the
Securities and Exchange Commission on October 6, 1998. The contents of
Registration Statement File No. 333-65391 are incorporated herein by reference.
KeyCorp's shareholders approved the increase in number of shares available for
purchase under the plan at KeyCorp's 2003 Annual Meeting of Shareholders on May
22, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit Index on
page 3, and are incorporated herein by reference.
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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 16th day of July, 2003.
KEYCORP
By: /s/ Steven N. Bulloch
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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 Officer, July 16, 2003
President and Director (Principal
Executive Officer)
Jeffrey B. Weeden Senior Executive Vice President and July 16, 2003
Chief Financial Officer
Lee G. Irving Executive Vice President and Chief July 16, 2003
Accounting Officer (Principal
Accounting Officer)
Cecil D. Andrus Director July 16, 2003
William G. Bares Director July 16, 2003
Edward P. Campbell Director July 16, 2003
Carol A. Cartwright Director July 16, 2003
Alexander M. Cutler Director July 16, 2003
Henry S. Hemingway Director July 16, 2003
Charles R. Hogan Director July 16, 2003
Shirley A. Jackson Director July 16, 2003
Douglas J. McGregor Director July 16, 2003
Eduardo R. Menasce Director July 16, 2003
Steven A. Minter Director July 16, 2003
Bill R. Sanford Director July 16, 2003
Thomas C. Stevens Director July 16, 2003
Dennis W. Sullivan Director July 16, 2003
Peter G. Ten Eyck, II Director July 16, 2003
The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 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: July 16, 2003
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Steven N. Bulloch
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT NO.: DESCRIPTION
4(a) Amended and Restated Articles of Incorporation of KeyCorp filed as Exhibit 3 to Form 10-Q for the
quarter ended September 30, 1998, and incorporated herein by reference.
4(b) Amended and Restated Regulations of KeyCorp, effective May 23, 2002, filed as Exhibit 3.2
to Form 10-Q for the quarter ended June 30, 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 on June 19, 1997, as Exhibit 1 to Form 8-A, 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.
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