As filed with the Securities and Exchange Commission on September 30, 2003.
Registration No. 333-__________
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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
1991 EQUITY COMPENSATION 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
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
(1) (1)
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Common Shares with a 3,000,000 shares $25.585 $76,755,000 $6,209.48
par value of $1 each (2)
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(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 September 25, 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 3,000,000 KeyCorp Common Shares to be available for
purchase under the KeyCorp Amended and Restated 1991 Equity Compensation Plan.
KeyCorp previously registered KeyCorp Common Shares for purchase under the plan
on Registration Statement on Form S-8, File No. 333-70703, filed with the
Securities and Exchange Commission on January 15, 1999. The contents of
Registration Statement File No. 333-70703 are incorporated herein by reference.
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 30th day of September, 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
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Henry L. Meyer III Chairman, Chief Executive September 30, 2003
Officer, President and Director
(Principal Executive Officer)
Jeffrey B. Weeden Senior Executive Vice President September 30, 2003
and Chief Financial Officer
Lee G. Irving Executive Vice President and September 30, 2003
Chief Accounting Officer
(Principal Accounting Officer) September 30, 2003
Cecil D. Andrus Director September 30, 2003
William G. Bares Director September 30, 2003
Edward P. Campbell Director September 30, 2003
Carol A. Cartwright Director September 30, 2003
Alexander M. Cutler Director September 30, 2003
Henry S. Hemingway Director September 30, 2003
Charles R. Hogan Director September 30, 2003
Shirley A. Jackson Director September 30, 2003
Douglas J. McGregor Director September 30, 2003
Eduardo R. Menasce Director September 30, 2003
Steven A. Minter Director September 30, 2003
Bill R. Sanford Director September 30, 2003
Thomas C. Stevens Director September 30, 2003
Dennis W. Sullivan Director September 30, 2003
Peter G. Ten Eyck, II Director September 30, 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: September 30, 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 Power of attorney pursuant to which certain officers and
Directors have signed this Form S-8 Registration Statement.
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