Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on October 30, 2018.

Registration No. 333-_________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________________

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of registrant as specified in its charter)

 

Kingdom of Spain	13-3491492
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Calle Azul, 4 28050 Madrid Spain (Address of Principal Executive Offices)

____________________________

 

Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States

BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan

 

(Full title of plans)

 

____________________________

 

Diego Crasny Zyman

Banco Bilbao Vizcaya Argentaria, S.A.

New York Branch

1345 Avenue of the Americas, 45th Fl

New York, NY 10105

(Name and address of agent for service)

 

[phone]

(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, 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.

 

Large accelerated filer [X]	Accelerated filer [ ]
Non-accelerated filer [ ]	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 (1)	Amount to be registered (2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Ordinary shares, nominal value €0.49 per share (“Ordinary Shares”)	3,650,000 shares	$5.67	$20,695,500.00	$2,508.29

 

	(1)	American Depositary Shares, evidenced by American Depositary Receipts, issuable upon deposit of the Ordinary Shares registered hereby (the “BBVA ADS”), have been registered under separate registration statements on Form F-6 (Registration No. 333-11920, 333-142862 and 333-227541). Each BBVA ADS represents one Ordinary Share.
	(2)	Represents 3,400,000 Ordinary Shares reserved for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and 250,000 Ordinary Shares reserved for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. The BBVA ADSs to be awarded under such plans will be acquired in open market purchases or in private transactions. In addition, in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to include such additional Ordinary Shares as may be offered to prevent dilution resulting from stock splits, stock dividends or similar transactions pursuant to the provisions of the plans covered hereby.
	(3)	Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low prices of BBVA ADSs on the New York Stock Exchange on October 24, 2018.

 

 

 

 

 

EXPLANATORY NOTE

 

Banco Bilbao Vizcaya Argentaria, S.A. (the “Registrant”) filed a Registration Statement on Form S-8 on February 11, 2008 (Registration No. 333-149157) (the “First Registration Statement”) to register under the Securities Act, 1,706,004 Ordinary Shares, of which 1,320,911 of such Ordinary Shares were reserved for awards of BBVA ADSs pursuant to the Amended and Restated Restricted Share and Unit Plan of BBVA Compass Bancshares, Inc. (formerly entitled the 2007 Restricted Share and Unit Plan of Compass Bancshares, Inc.) and 385,093 of such Ordinary Shares were reserved for awards of BBVA ADSs pursuant to the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan (formerly entitled the Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan).

 

On November 23, 2009, the Compensation Committee of the Board of Directors of Compass Bancshares, Inc. (now known as BBVA Compass Bancshares, Inc.) voted (i) to revise the Amended and Restated Restricted Share and Unit Plan of Compass Bancshares, Inc. to provide that certain additional U.S. employees and officers of the Registrant and its subsidiaries may participate in awards thereunder and (ii) to increase the amount of Ordinary Shares registered under the Securities Act by 1,842,916 Ordinary Shares (the “First Additional Shares”) for purposes of reserving (A) 1,692,916 First Additional Shares for awards of BBVA ADSs in connection with three incentive programs to be made under the Amended and Restated Restricted Share and Unit Plan of Compass Bancshares, Inc. and (B) 150,000 First Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. Such 1,842,916 First Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on December 18, 2009 (Registration No. 333-163816) (the “Second Registration Statement”).

 

On May 20, 2010, the Compensation and Benefits Committee of the Board of Directors of Compass Bancshares, Inc. (now known as BBVA Compass Bancshares, Inc.) (formerly the Compensation Committee of the Board of Directors of Compass Bancshares, Inc.) voted to increase the amount of Ordinary Shares registered under the Securities Act by 1,372,788 Ordinary Shares (the “Second Additional Shares”) for purposes of reserving all of such Second Additional Shares for awards of BBVA ADSs in connection with three incentive programs to be made under the Amended and Restated Restricted Share and Unit Plan of BBVA Compass Bancshares, Inc. (formerly entitled the 2007 Restricted Share and Unit Plan of Compass Bancshares, Inc.). Such 1,372,788 Second Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on June 8, 2010 (Registration No. 333-167389) (the “Third Registration Statement”).

 

On November 15, 2011, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted (i) to adopt the Amended and Restated Restricted Share and Unit Plan of BBVA Compass Bancshares, Inc. to provide for the registration under the Securities Act of an additional 235,000 Ordinary Shares for purposes of awards of BBVA ADSs in connection with an incentive program primarily for selected U.S. non-executive management employees and officers of the Registrant or its direct or indirect subsidiaries and (ii) to adopt the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States to provide for the registration under the Securities Act of an additional 2,218,800 Ordinary Shares for purposes of awards of BBVA ADSs in connection with an incentive program for selected U.S. managers and certain other identified U.S. personnel who are not EMT members but whose activities are considered to have a material impact on the company’s risk profile or who are engaged in certain control functions, pursuant to the system of variable remuneration adopted by the Registrant's shareholders at its meeting held on March 11, 2011 (altogether, the “Third Additional Shares”). Such 2,453,800 Third Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on November 25, 2011 (Registration No. 333-178186) (the “Fourth Registration Statement”).

 

On November 20, 2012, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 2,759,000 Ordinary Shares (the “Fourth Additional Shares”) for purposes of reserving (i) 2,459,000 of such Fourth Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States, and (ii) 300,000 of such Fourth Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan (formerly entitled the Compass Bancshares, Inc. Local Directors Compensation and Business

 

 

 

Development Plan). Such 2,759,000 Fourth Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on December 18, 2012 (Registration No. 333-185538) (the “Fifth Registration Statement”).

 

On September 18, 2013, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 1,311,397 Ordinary Shares (the “Fifth Additional Shares”) for purposes of reserving (i) 1,061,397 of such Fifth Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and (ii) 250,000 of such Fifth Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. Such 1,311,397 Fifth Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on October 8, 2013 (Registration No. 333-191625) (the “Sixth Registration Statement”).

 

On October 27, 2014, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 2,225,315 Ordinary Shares (the “Sixth Additional Shares”) for purposes of reserving (i) 1,975,315 of such Sixth Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and (ii) 250,000 of such Sixth Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. Such 2,225,315 Sixth Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on November 4, 2014 (Registration No. 333-199835) (the “Seventh Registration Statement”).

 

On December 17, 2015, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 2,000,000 Ordinary Shares (the “Seventh Additional Shares”) for purposes of reserving 2,000,000 of such Seventh Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States. Such 2,000,000 Seventh Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on December 23, 2015 (Registration No. 333-208728) (the “Eighth Registration Statement”).

 

On March 28, 2017, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 5,200,000 Ordinary Shares (the “Eighth Additional Shares”) for purposes of reserving (i) 4,950,000 of such Eighth Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and (ii) 250,000 of such Eighth Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. Such 5,200,000 Eighth Additional Shares were registered by the Registrant on a Registration Statement on Form S-8 on March 31, 2017 (Registration No. 333-217073) (the “Ninth Registration Statement”).

 

On October 24, 2018, the Compensation and Benefits Committee of the Board of Directors of BBVA Compass Bancshares, Inc. voted to increase the amount of Ordinary Shares registered under the Securities Act by 3,650,000 Ordinary Shares (the “Ninth Additional Shares”) for purposes of reserving (i) 3,400,000 of such Ninth Additional Shares for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and (ii) 250,000 of such Ninth Additional Shares for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan.

 

Following such increases, an aggregate of 4,621,615 Ordinary Shares are reserved for awards of BBVA ADSs under the Amended and Restated Restricted Share and Unit Plan of BBVA Compass Bancshares, Inc., an aggregate of 18,064,512 Ordinary Shares are reserved for awards of BBVA ADSs under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States, and an aggregate of 1,835,093 Ordinary Shares are reserved for awards of BBVA ADSs under the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan. The Registrant is filing this Registration Statement (this “Registration Statement”) pursuant to and in accordance with General Instruction E of Form S-8 to register such Ninth Additional Shares.

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the First Registration Statement, the Second Registration Statement, the Third Registration Statement, the Fourth Registration Statement, the Fifth Registration Statement, the Sixth Registration Statement, the Seventh Registration Statement, the Eighth Registration Statement and the Ninth Registration Statement, except as the same may be modified by the information set forth in this Registration Statement.

 

The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant are hereby incorporated by reference in this Registration Statement:

 

(a)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017, as filed with the Commission on April 5, 2018 (File No. 001-10110);

 

(b)

The Registrant’s report on Form 6-K furnished to the Commission on September 25, 2018, which includes the Registrant’s unaudited condensed interim consolidated financial statements for the six months ended June 30, 2018 (SEC Accession No. 0000842180-18-000010);

 

(c)

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2017, the end of the fiscal year covered by the Registrant’s latest annual report referred to in (a) above; and

 

(d)

The description of the Registrant’s Ordinary Shares and the description of the BBVA ADSs included under the captions “Description of BBVA Ordinary Shares” and “Description of BBVA American Depositary Shares”, respectively, in the Prospectus dated September 25, 2017, included in Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-3 as filed with the Commission on September 25, 2017 (Registration No. 333-212729).

 

All documents filed and, to the extent indicated therein, furnished by the Registrant subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d), as applicable, of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

The following exhibits are filed with this Registration Statement:

 

Exhibit No.

Description

 

4.1

Amended and Restated Bylaws ( Estatutos ) of Banco Bilbao Vizcaya Argentaria, S.A. (English translation). (*)

 

 

 

4.2

Form of Amendment Number One to the Amended and Restated Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States.

 

4.3

Form of Amendment Number Six to the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan.

 

5

The BBVA ADSs awarded to participants under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan will be acquired in open market purchases at prevailing market prices or in private transactions. Because such purchases do not involve the issuance by the Registrant of any new Ordinary Shares and because such plans are not subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), an opinion of counsel is not included with this Registration Statement.

 

23.1

Consent of KPMG Auditores, S.L.

 

23.2

Consent of Deloitte, S.L.

 

24

Power of Attorney (included in signature page)

 

(*) Incorporated by reference to Exhibit 1.1 of Banco Bilbao Vizcaya Argentaria, S.A.’s Annual Report on Form 20-F for the year ended December 31, 2017.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets 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 Madrid on the 29 ^th day of October, 2018.

 

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
	By:	/s/ Ricardo Forcano García
	Name:	Ricardo Forcano García
	Title:	Global Head of Talent & Culture

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that each of the individuals whose signature appears below (whether as a member of the Board of Directors or officer of Banco Bilbao Vizcaya Argentaria, S.A., or both, as authorized representative of Banco Bilbao Vizcaya Argentaria, S.A. or otherwise) constitutes and appoints Ricardo Forcano García, Onur Genç and Diego Crasny Zyman, and each of them, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including without limitation post-effective amendments) and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

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.

 

Name		Position		Date
/s/ Francisco González Rodríguez
Francisco González Rodríguez		Group Executive Chairman		October 29, 2018
/s/ Carlos Torres Vila
Carlos Torres Vila		Chief Executive Officer		October 29, 2018
/s/ Tomás Alfaro Drake
Tomás Alfaro Drake		Director		October 29, 2018
/s/ José Miguel Andrés Torrecillas
José Miguel Andrés Torrecillas		Director		October 29, 2018
/s/ Jaime Félix Caruana Lacorte
Jaime Félix Caruana Lacorte		Director		October 29, 2018

 

 

/s/ Belén Garijo López
Belén Garijo López		Director		October 29, 2018
/s/ José Manuel González-Páramo Martínez-Murillo
José Manuel González-Páramo Martínez-Murillo		Director		October 29, 2018
/s/ Sunir Kumar Kapoor
Sunir Kumar Kapoor		Director		October 29, 2018
/s/ Carlos Loring Martínez de Irujo
Carlos Loring Martínez de Irujo		Director		October 29, 2018
/s/ Lourdes Máiz Carro
Lourdes Máiz Carro		Director		October 29, 2018
/s/ José Maldonado Ramos
José Maldonado Ramos		Director		October 29, 2018
/s/ Ana Cristina Peralta Moreno
Ana Cristina Peralta Moreno		Director		October 29, 2018
/s/ Juan Pi Llorens
Juan Pi Llorens		Director		October 29, 2018
/s/ Susana Rodríguez Vidarte
Susana Rodríguez Vidarte		Director		October 29, 2018
/s/ Jan Paul Marie Francis Verplancke
Jan Paul Marie Francis Verplancke		Director		October 29, 2018
/s/ Jaime Sáenz de Tejada Pulido
Jaime Sáenz de Tejada Pulido		Chief Financial Officer		October 29, 2018
/s/ Ricardo Gómez Barredo
Ricardo Gómez Barredo		Head of Accounting and Supervisors		October 29, 2018
/s/ Diego Crasny Zyman
Diego Crasny Zyman		Authorized Representative of Banco Bilbao Vizcaya Argentaria, S.A. in the United States		October 29, 2018

 

 

 

 

 

EXHIBIT INDEX

Exhibit No.

Description

 

4.1

Amended and Restated Bylaws ( Estatutos ) of Banco Bilbao Vizcaya Argentaria, S.A. (English translation). (*)

 

4.2

Form of Amendment Number One to the Amended and Restated Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States.

 

4.3

Form of Amendment Number Six to the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan.

 

5

The BBVA ADSs awarded to participants under the Share Remuneration Plan for BBVA Group Management and Certain Risk Functions in the United States and the BBVA Compass Bancshares, Inc. Local Directors Compensation and Business Development Plan will be acquired in open market purchases at prevailing market prices or in private transactions. Because such purchases do not involve the issuance by the Registrant of any new Ordinary Shares and because such plans are not subject to ERISA, an opinion of counsel is not included with this Registration Statement.

 

23.1

Consent of KPMG Auditores, S.L.

 

23.2

Consent of Deloitte, S.L.

 

24

Power of Attorney (included in signature page)

 

(*) Incorporated by reference to Exhibit 1.1 of Banco Bilbao Vizcaya Argentaria, S.A.’s Annual Report on Form 20-F for the year ended December 31, 2017.