As filed with the Securities and Exchange Commission on April 29, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bank of America Corporation
(Exact name of registrant as specified in its charter)
Delaware |
Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 |
56-0906609 | ||
(State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices, including zip code) |
(I.R.S. Employer Identification No.) |
Bank of America Corporation Key Employee Equity Plan
(formerly known as the Bank of America Corporation 2003 Key Associate Stock Plan)
(Full title of the plan)
ROSS E. JEFFRIES, JR.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
RICHARD W. VIOLA
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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. ☐
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of securities to be registered |
Amount
to be
|
Proposed
maximum offering price per share (2) |
Proposed
offering price (2) |
Amount of
|
||||
Common Stock |
150,000,000 shares | $29.94 | $4,491,000,000 | $544,309.20 | ||||
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||||||||
|
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of Common Stock that become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction. |
(2) |
Determined on the basis of the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on April 22, 2019 in accordance with Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers 150,000,000 shares of the common stock of Bank of America Corporation (the Corporation) to be offered and sold under the Bank of America Corporation Key Employee Equity Plan (formerly known as the Bank of America Corporation 2003 Key Associate Stock Plan) (the Plan). These shares are in addition to the shares previously registered on the Corporations Registration Statements on Form S-8 with respect to the Plan filed with the Securities and Exchange Commission on December 20, 2002 (Registration No. 333-102043 registering 100,000,000 shares), December 21, 2004 (Registration No. 333-121513 registering 141,600,000 shares), April 26, 2006 (Registration No. 333-133566 registering 180,000,000 shares), February 3, 2009 (Registration Statement No. 333-157085 registering 105,000,000 shares), June 25, 2010 (Registration No. 333-167797 registering 500,000,000 shares) and May 26, 2015 (Registration No. 333-204453 registering 124,876,441 shares) (collectively, the Prior Registration Statements). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Corporation hereby incorporates by reference herein the contents of the Prior Registration Statements and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. |
Exhibits. |
The following exhibits are filed with or incorporated by reference in this Registration Statement.
* |
Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 29th day of April, 2019.
BANK OF AMERICA CORPORATION |
By: |
/s/ Ross E. Jeffries, Jr. |
|
Ross E. Jeffries, Jr. |
||
Deputy General Counsel and Corporate Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
* Brian T. Moynihan |
Chief Executive Officer, Chairman and Director (Principal Executive Officer) |
April 29, 2019 | ||
* Paul M. Donofrio |
Chief Financial Officer (Principal Financial Officer) |
April 29, 2019 | ||
* Rudolf A. Bless |
Chief Accounting Officer (Principal Accounting Officer) |
April 29, 2019 | ||
* Sharon L. Allen |
Director |
April 29, 2019 | ||
* Susan S. Bies |
Director |
April 29, 2019 | ||
* Jack O. Bovender, Jr. |
Director |
April 29, 2019 | ||
* Frank P. Bramble, Sr. |
Director |
April 29, 2019 | ||
* Pierre J. P. de Weck |
Director |
April 29, 2019 | ||
* Arnold W. Donald |
Director |
April 29, 2019 | ||
* Linda P. Hudson |
Director |
April 29, 2019 | ||
* Monica C. Lozano |
Director |
April 29, 2019 | ||
* Thomas J. May |
Director |
April 29, 2019 | ||
* Lionel L. Nowell, III |
Director |
April 29, 2019 |
Signature |
Title |
Date |
||
* Clayton S. Rose |
Director |
April 29, 2019 | ||
* Michael D. White |
Director |
April 29, 2019 | ||
* Thomas D. Woods |
Director |
April 29, 2019 | ||
* R. David Yost |
Director |
April 29, 2019 | ||
* Maria T. Zuber |
Director |
April 29, 2019 |
*By: | /s/ Ross E. Jeffries, Jr. | |
Ross E. Jeffries, Jr. | ||
Attorney-in-Fact |
Exhibit 5(a)
[LETTERHEAD OF MCGUIREWOODS LLP]
April 29, 2019
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Re: Registration Statement on Form S-8
150,000,000 Shares of Common Stock of Bank of America Corporation Pursuant to
the Bank of America Corporation Key Employee Equity Plan (formerly known as
the Bank of America Corporation 2003 Key Associate Stock Plan)
Ladies and Gentlemen:
We have acted as special counsel to Bank of America Corporation, a Delaware corporation (the Corporation), in connection with the Registration Statement on Form S-8 (the Registration Statement) that is being filed on the date hereof with the Securities and Exchange Commission by the Corporation pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration of 150,000,000 shares (the Shares) of the Corporations common stock, par value $0.01 per share (the Common Stock), which may be issued pursuant to the Corporations Key Employee Equity Plan (formerly known as the Corporations 2003 Key Associate Stock Plan) (the Plan).
In rendering the opinion set forth below, we have examined such corporate records, certificates of officers of the Corporation and of public officials, and other instruments and documents, including the Registration Statement, the Corporations Amended and Restated Certificate of Incorporation, the Corporations Bylaws, the Plan in the form included as Exhibit 10.2 to the Corporations Current Report on Form 8-K filed on May 7, 2015, the First Amendment to the Plan in the form included as Exhibit 10(mm) to the Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and the Second Amendment to the Plan in the form included as Exhibit 10.1 to the Corporations Current Report on Form 8-K filed on April 24, 2019, as we have considered relevant and necessary as a basis for this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, and, to the extent we have received and relied upon certificates of the Corporation or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with respect to factual matters.
Based on the foregoing, we are of the opinion that the Shares were validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid and non-assessable.
In rendering this opinion, we are not expressing an opinion as to any matters governed by the laws of any jurisdiction other than the Delaware General Corporation Law (including statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), and we assume no responsibility as to the applicability of the laws of any other jurisdiction to the Shares or to the effects of such laws thereon.
The foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. We hereby consent to be named in the Registration Statement as attorneys who passed upon the legality of the Shares and to the filing of a copy of this opinion as Exhibit 5(a) to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours, |
/s/ MCGUIREWOODS LLP |
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Bank of America Corporation of our report dated February 26, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Bank of America Corporations Annual Report on Form 10-K for the year ended December 31, 2018.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
April 29, 2019
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of Bank of America Corporation (the Corporation), whose signatures appear below, hereby makes, constitutes and appoints David G. Leitch and Ross E. Jeffries, Jr., and each of them acting individually, his or her true and lawful attorneys-in-fact and agents with power to act without the other and with full power of substitution, to prepare, execute, deliver and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in his or her name and on his or her behalf, and in each of the undersigneds capacity or capacities as shown below, a Registration Statement on Form S-8 registering the Corporations common stock for issuance under the Bank of America Corporation Key Employee Equity Plan, and any and all amendments thereto (including post-effective amendments), granting unto said attorneys-in-fact and agents full power and authority to do and perform every act and thing necessary or incidental to the performance and execution of the powers granted herein, and ratifying and confirming all acts and things which said attorneys-in-fact and agents might do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.
IN WITNESS WHEREOF, each of the undersigned officers and directors has executed this Power of Attorney as of the date indicated below.
Signature |
Title |
Date |
||
/s/ Brian T. Moynihan Brian T. Moynihan |
Chief Executive Officer, Chairman and Director (Principal Executive Officer) |
April 23, 2019 | ||
/s/ Paul M. Donofrio Paul M. Donofrio |
Chief Financial Officer (Principal Financial Officer) |
April 26, 2019 | ||
/s/ Rudolf A. Bless Rudolf A. Bless |
Chief Accounting Officer (Principal Accounting Officer) |
April 26, 2019 | ||
/s/ Sharon L. Allen Sharon L. Allen |
Director | April 23, 2019 | ||
/s/ Susan S. Bies Susan S. Bies |
Director | April 23, 2019 | ||
/s/ Jack O. Bovender, Jr. Jack O. Bovender, Jr. |
Director | April 23, 2019 | ||
/s/ Frank P. Bramble, Sr. Frank P. Bramble, Sr. |
Director | April 23, 2019 | ||
/s/ Pierre de Weck Pierre de Weck |
Director | April 23, 2019 | ||
/s/ Arnold W. Donald Arnold W. Donald |
Director | April 23, 2019 | ||
/s/ Linda P. Hudson Linda P. Hudson |
Director | April 23, 2019 | ||
/s/ Monica C. Lozano Monica C. Lozano |
Director | April 23, 2019 | ||
/s/ Thomas J. May Thomas J. May |
Director | April 23, 2019 |
/s/ Lionel L. Nowell, III Lionel L. Nowell, III |
Director |
April 24, 2019 | ||
/s/ Clayton S. Rose Clayton S. Rose |
Director |
April 23, 2019 | ||
/s/ Michael D. White Michael D. White |
Director |
April 23, 2019 | ||
/s/ Thomas D. Woods Thomas D. Woods |
Director |
April 23, 2019 | ||
/s/ R. David Yost R. David Yost |
Director |
April 23, 2019 | ||
/s/ Maria T. Zuber Maria T. Zuber |
Director |
April 22, 2019 |
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