As filed with the Securities and Exchange Commission on December 31, 2008
Registration No. 333-25867

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

THE PNC FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)		25-1435979 (IRS Employer Identification No.)

One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(Address, including zip code, of registrant’s principal executive offices)

The PNC Financial Services Group, Inc.
Employee Stock Purchase Plan
(Full title of the plan)

Richard J. Johnson
Chief Financial Officer
The PNC Financial Services Group, Inc.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
(412) 762-2000
(Name, address, 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

		Large accelerated filer þ		Accelerated filer o
		Non-accelerated filer o		Smaller reporting company o

 

 

EXPLANATORY STATEMENT

     A total of 4,000,000 shares of common stock, par value $5.00 per share, of The PNC Financial Services Group, Inc. (“PNC”) were registered under this Registration Statement in connection with the PNC Bank Corp. Employee Stock Purchase Plan, as amended and restated effective February 20, 1997 (the “1997 Plan”). On November 12, 2008, the Personnel and Compensation Committee of the Board of Directors of PNC approved The PNC Financial Services Group, Inc. Employee Stock Purchase Plan, as amended and restated effective as of January 1, 2009 (the “2009 Plan”), which replaces the 1997 Plan. The 2009 Plan will be presented to the shareholders of PNC for approval at the next annual meeting of the shareholders of PNC. The 1997 Plan was, and the 2009 Plan is, each intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended from time. No further offers or sales of PNC’s Common Stock will be made under the 1997 Plan. Of the 4,000,000 shares of PNC’s Common Stock previously registered under this Registration statement, 1,239,371 shares remain unsold and, pursuant to Instruction E to Form S-8 and the interpretation of the staff of the Securities and Exchange Commission set forth in section G.89 of the Division of Corporation Finance Manual of Publicly-Available Telephone Interpretations, are carried forward to, and deemed covered by the Registration Statement on Form S-8 being filed by PNC in connection with the 2009 Plan.

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 on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, December 31, 2008.

     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 date indicated:

Signature		Title		Date
*		Chairman, Chief Executive Officer and		December 31, 2008
James E. Rohr		Director (Principal Executive Officer)
*		Chief Financial Officer (Principal		December 31, 2008
Richard J. Johnson		Financial Officer)

*		Controller (Principal Accounting Officer)		December 31, 2008
Samuel R. Patterson
*		Director		December 31, 2008
Richard O. Berndt
*		Director		December 31, 2008
Charles E. Bunch
*		Director		December 31, 2008
Paul W. Chellgren
*		Director		December 31, 2008
Robert N. Clay
*		Director		December 31, 2008
George A. Davidson, Jr.
*		Director		December 31, 2008
Kay Coles James
*		Director		December 31, 2008
Richard B. Kelson
*		Director		December 31, 2008
Bruce C. Lindsay
*		Director		December 31, 2008
Anthony A. Massaro

*		Director		December 31, 2008
Jane G. Pepper
*		Director		December 31, 2008
Donald Shepard
*		Director		December 31, 2008
Lorene K. Steffes
*		Director		December 31, 2008
Dennis F. Strigl
*		Director		December 31, 2008
Stephen G. Thieke
*		Director		December 31, 2008
Thomas J. Usher
*		Director		December 31, 2008
George H. Walls, Jr.
*		Director		December 31, 2008
Helge H. Wehmeier

*By:		/s/ George P. Long, III
		George P. Long, III, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith

EXHIBIT INDEX

Exhibit 4.3		PNC Bank Corp. Employee Stock Purchase Plan, as amended and restated February 20, 1997		Previously filed
Exhibit 5		Opinion of Melanie S. Cibik, Esquire, Senior Counsel to PNC		Previously filed
Exhibit 23.1		Consent of Ernst & Young, former independent auditors of PNC		Previously filed
Exhibit 23.2		Consent of Melanie S. Cibik, Esquire, Senior Counsel to PNC, contained in the opinion referenced in Exhibit 5		Previously filed
Exhibit 24.1		Power of Attorney		Filed herewith