As filed with the Securities and Exchange Commission on July 6, 2011
File No. 333-159746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of incorporation or organization)
20-8995389
(I.R.S. Employer Identification Number)
c/o BMO Financial Corp.
111 West Monroe Street
P.O. Box 755
Chicago, Illinois, USA 60690
Tel: +1 312-461-7745
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Marshall & Ilsley Corporation 2009 Employee Stock Purchase Plan
Marshall & Ilsley Corporation 2009 Equity Incentive Plan
(Full title of the plan)
Colleen Hennessy
111 West Monroe Street
P.O. Box 755
Chicago, Illinois, USA 60690
Tel: +1 312-461-7745
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”), relates to the Registration Statement on Form S-8 (File No. 333-159746) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission by Marshall & Ilsley Corporation, a Wisconsin corporation (“M&I”), and became effective on June 4, 2009. The Registration Statement registered 14,500,000 shares of M&I’s common stock, par value $1.00 per share (the “Common Stock”) for issuance pursuant to the Marshall & Ilsley Corporation 2009 Employee Stock Purchase Plan and the Marshall & Ilsley Corporation 2009 Equity Incentive Plan (the “Plans”). This Post-Effective Amendment is being filed for the sole purpose of terminating the Registration Statement and deregistering any unissued shares previously registered under the Registration Statement and issuable under the Plans.
On July 5, 2011, pursuant to an Agreement and Plan of Merger, dated December 17, 2010, as supplemented and amended, by and among M&I, Bank of Montreal (“BMO”) and Mike Merger Sub, LLC, an indirect wholly-owned subsidiary of BMO (“Merger Sub”), M&I merged with and into Merger Sub, with Merger Sub as the surviving entity (the “Initial Merger”). Immediately thereafter, Merger Sub merged with and into Harris Financial Corp., a Delaware corporation and Merger Sub’s direct parent (“BFC”), with BFC as the surviving corporation, which was renamed “BMO Financial Corp.” pursuant to the certificate of merger (collectively with the Initial Merger, the “Mergers”).
As a result of the Mergers, BFC, as successor to M&I by virtue of the Mergers, has terminated all offerings of M&I’s securities pursuant to its registration statements, including the Registration Statement. BFC hereby removes from registration, by means of this Post-Effective Amendment, any and all unissued shares of Common Stock registered under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| BMO FINANCIAL CORP. |
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| By: | /S/ ELLEN M. COSTELLO |
July 6, 2011 | ||
| Ellen M. Costello Chief Executive Officer and President |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /S/ ELLEN M. COSTELLO |
Chief Executive Officer and President, Director (principal executive officer) |
July 6, 2011 | ||
| Ellen M. Costello |
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| /S/ PAMELA C. PIAROWSKI |
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) |
July 6, 2011 | ||
| Pamela C. Piarowski |
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| /S/ STEPHEN E. BACHAND |
Director | July 6, 2011 | ||
| Stephen E. Bachand |
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| /S/ PASTORA SAN JUAN CAFFERTY |
Director | July 6, 2011 | ||
| Pastora San Juan Cafferty |
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| /S/ FRANK M. CLARK |
Director | July 6, 2011 | ||
| Frank M. Clark |
||||
| /S/ SUSAN T. CONGALTON |
Director | July 6, 2011 | ||
| Susan T. Congalton |
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| /S/ JOHN W. DANIELS |
Director | July 6, 2011 | ||
| John W. Daniels |
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| /S/ ARNOLD W. DONALD |
Director | July 6, 2011 | ||
| Arnold W. Donald |
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| /S/ WILLIAM A. DOWNE |
Director | July 6, 2011 | ||
| William A. Downe |
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| /S/ MARK F. FURLONG |
Director | July 6, 2011 | ||
| Mark F. Furlong |
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| /S/ DAVID A. GALLOWAY |
Director | July 6, 2011 | ||
| David A. Galloway |
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| /S/ DAVID J. LUBAR |
Director | July 6, 2011 | ||
| David J. Lubar |
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| /S/ JEROME A. PERIBERE |
Director | July 6, 2011 | ||
| Jerome A. Peribere |
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| /S/ JOHN RAU |
Director | July 6, 2011 | ||
| John Rau |
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| /S/ JOHN SHIELY |
Director | July 6, 2011 | ||
| John Shiely |
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| /S/ MICHAEL VAN HANDEL |
Director | July 6, 2011 | ||
| Michael Van Handel |
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