As filed with the Securities and Exchange Commission on December 7, 2007
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BB&T CORPORATION
(Exact name of registrant as specified in its charter)
|
NORTH CAROLINA |
56-0939887 |
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices, including zip code)
BB&T CORPORATION
2004 STOCK INCENTIVE PLAN
(Full title of the plan)
M. Patricia Oliver
Executive Vice President, General Counsel, Secretary and
Chief Corporate Governance Officer
BB&T Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
(336) 733-2180
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||
| Title of | maximum | maximum | ||
| securities | Amount | offering | aggregate | Amount of |
| to be | to be | price | offering | registration |
| registered | registered | per share (1) | price (1) | fee (1) |
| Common Stock, par value $5.00 per share |
10,000,000 | $35.55 | $355,500,000 | $10,913.85 |
| (1) | Pursuant to Rule 457(c) and (h)(1), based on the average ($35.55) of the high ($35.92) and low ($35.18) prices of the Company's Common Stock on December 4, 2007, as reported on the New York Stock Exchange. |
EXPLANATORY NOTE
This Registration Statement is being filed solely for the registration of 10,000,000 additional shares of the common stock, $5.00 par value per share (the “Common Stock”), of BB&T Corporation (the “Company” or “BB&T”) that are issuable in connection with awards under the BB&T Corporation 2004 Stock Incentive Plan, as amended (the “Plan”). At the Company’s Annual Meeting of Shareholders held on April 24, 2007, the shareholders approved amendments to the Plan to authorize the issuance of the shares of BB&T Common Stock that are being registered hereunder. For a description of these amendments, please refer to the Company’s Proxy Statement dated March 22, 2007.
Pursuant to General Instruction E to Form S-8, the contents of the earlier Registration Statement relating to the Plan (Registration No. 333-116488) are hereby incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon for the Company by M. Patricia Oliver, Executive Vice President, General Counsel, Secretary and Chief Corporate Governance Officer of BB&T. Ms. Oliver owns shares of BB&T’s Common Stock and holds options to purchase additional shares of BB&T’s Common Stock.
| Item 8. | Exhibits. |
The following exhibits are filed as a part of this Registration Statement:
|
Exhibit |
Description |
| 5 | Opinion of M. Patricia Oliver, Esq., Executive Vice President, General Counsel, |
| Secretary and Chief Corporate Governance Officer of BB&T. | |
| 23.1 | Consent of M. Patricia Oliver, Esq., Executive Vice President, General Counsel, |
| Secretary and Chief Corporate Governance Officer of BB&T (included in Exhibit | |
| 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. |
| 24.1 | Power of Attorney of Directors and Officers of BB&T. |
| 24.2 | Certified Resolution of the Board of Directors of BB&T. |
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, BB&T Corporation 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 Winston-Salem, State of North Carolina, on this 7th day of December, 2007.
BB&T CORPORATION
By: /s/ M. Patricia Oliver
M. Patricia Oliver
Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 7, 2007.
| /s/ John A. Allison IV* | /s/ Christopher L. Henson* | ||
| Name: | John A. Allison IV | Name: | Christopher L. Henson |
| Title: | Chairman of the Board and | Title: | Senior Executive Vice President |
| Chief Executive Officer | and Chief Financial Officer | ||
| (principal executive officer) | (principal financial officer) | ||
| /s/ Edward D. Vest* | /s/ Jennifer S. Banner* | ||
| Name: | Edward D. Vest | Name: | Jennifer S. Banner |
| Title: | Executive Vice President and | Title: | Director |
| Corporate Controller (principal | |||
| accounting officer) | |||
| /s/ Anna R. Cablik* | /s/ Nelle Ratrie Chilton* | ||
| Name: | Anna R. Cablik | Name: | Nelle Ratrie Chilton |
| Title: | Director | Title: | Director |
| /s/ Ronald E. Deal* | /s/ Tom D. Efird* | ||
| Name: | Ronald E. Deal | Name: | Tom D. Efird |
| Title: | Director | Title: | Director |
| /s/ Barry J. Fitzpatrick* | /s/ L. Vincent Hackley* | ||
| Name: | Barry J. Fitzpatrick | Name: | L. Vincent Hackley |
| Title: | Director | Title: | Director |
| /s/ Jane P. Helm* | /s/ John P. Howe III, M.D.* | ||
| Name: | Jane P. Helm | Name: | John P. Howe III, M.D. |
| Title: | Director | Title: | Director |
| /s/ James H. Maynard* | /s/ Albert O. McCauley* | ||
| Name: | James H. Maynard | Name: | Albert O. McCauley |
| Title: | Director | Title: | Director |
| /s/ J. Holmes Morrison* | /s/ Nido R. Qubein* | ||
| Name: | J. Holmes Morrison | Name: | Nido R. Qubein |
| Title: | Director | Title: | Director |
| /s/ E. Rhone Sasser* | |||
| Name: | E. Rhone Sasser | ||
| Title: | Director | ||
| *By: /s/ M. Patricia Oliver | |||
| M. Patricia Oliver | |||
| Attorney-in-Fact | |||
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation
|
Exhibit |
Description |
| 5 | Opinion of M. Patricia Oliver, Esq., Executive Vice President, General Counsel, |
| Secretary and Chief Corporate Governance Officer of BB&T. | |
| 23.1 | Consent of M. Patricia Oliver, Esq., Executive Vice President, General Counsel, |
| Secretary and Chief Corporate Governance Officer of BB&T (included in Exhibit | |
| 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. |
| 24.1 | Power of Attorney of Directors and Officers of BB&T. |
| 24.2 | Certified Resolution of the Board of Directors of BB&T. |