ASB Associated Banc Corp

As filed with the Securities and Exchange Commission on November 19, 2015

Reg. No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________________________________

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

________________________________________

Associated Banc-Corp
Employee Stock Purchase Plan
as amended and restated

________________________________________

Randall J. Erickson

Executive Vice President, General Counsel
and Corporate Secretary

Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin  54301

Telephone No.: (920) 491-7500
Facsimile No.: (920) 491-7010
(Name, address and telephone number, including area code, of agent for service)

Copy to:

C.J. Wauters

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin  53202

Telephone No.: (414) 273-3500
Facsimile No.: (414) 273-5198

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.

CALCULATION OF REGISTRATION FEE

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes an indeterminate number of shares of Common Stock that may become issuable as a result of stock dividend, stock split, stock distribution or other recapitalization, as provided in the Plan.

(2)

Registration fee calculated pursuant to Rule 457(c) under the Securities Act.  The registration fee is based on the average of the high and low price of a share of the Common Stock on November 16, 2015 on the New York Stock Exchange.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act.  The information in the Registration Statements on Form S-8 relating to the Associated Banc-Corp Employee Stock Purchase Plan previously filed by Associated Banc-Corp pursuant to the Securities Act (Registration Nos. 33-67436 and 33-152377) is hereby incorporated by reference into this Registration Statement.

Exhibits

5

Opinion of Godfrey & Kahn, S.C.

23.1

Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

23.2

Consent of KPMG LLP

24

Powers of Attorney

2

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on November 19, 2015.

ASSOCIATED BANC-CORP

By: /s/ Philip B. Flynn                               

Philip B. Flynn,

President and Chief Executive Officer

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:

Directors:

John F. Bergstrom, Ruth M. Crowley, Philip B. Flynn, R. Jay Gerken, William R. Hutchinson, Robert A. Jeffe, Eileen A. Kamerick, Cory L. Nettles, J. Douglas Quick, Karen T. van Lith and John (Jay) B. Williams

*Pursuant to authority granted by power of attorney, a copy of which is filed herewith.

3

EXHIBIT INDEX

5

Opinion of Godfrey & Kahn, S.C.

23.1

Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

23.2

Consent of KMPG LLP

24

Powers of Attorney

4

Exhibit 5

November 19, 2015

Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin  54301

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance by Associated Banc-Corp, a Wisconsin corporation (the “Company”), of up to 425,000 shares of common stock, $0.01 par value (the “Shares”), pursuant to the Associated Banc-Corp Employee Stock Purchase Plan (the “Plan”), as described in the Company’s prospectus dated November 19, 2015 (the “Prospectus”) relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on November 19, 2015 (the “Registration Statement”).

We have examined:  (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Articles of Incorporation and Amended and Restated Bylaws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.

GODFREY & KAHN IS A MEMBER OF TERRALEX®, A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Associated Banc-Corp:

We consent to the use of our reports dated February 5, 2015 with respect to the consolidated balance sheets of Associated Banc-Corp and subsidiaries, as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference.

/s/ KPMG LLP

Chicago, Illinois

November 18, 2015

Exhibit 24

DIRECTORS’ POWER OF ATTORNEY
(Form S-8 for the Company’s Amended and Restated Employee Stock Purchase Plan)

Each of the undersigned directors of Associated Banc-Corp (the “Company”) hereby designates and appoints Randall J. Erickson and Anthony M. Reading-Brown, and each of them, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the purpose of doing any and all acts and things and executing any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the Company’s Amended and Restated Employee Stock Purchase Plan, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned, in his or her capacity as a director of the Company, any such Registration Statement and any and all amendments, including any or all post-effective amendments, and supplements to the Registration Statement, whether on Form S-8 or otherwise, and any other instruments or documents filed as a part of or in connection therewith, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Registration Statement, on one or more counterparts, as of the 20th day of October, 2015.