As filed with the Securities and Exchange Commission on May 1, 2015

Registration No.                        

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CITIGROUP INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware 52-1568099

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

399 Park Avenue

New York, NY

  10043
(Address of Principal Executive Offices)   (Zip Code)

Citi Head Office

Guarantee Plan

(Full Title of the Plan)

Rohan Weerasinghe

General Counsel

Citigroup Inc.

399 Park Avenue

New York, NY 10043

(Name and Address of Agent For Service)

(212) 559-1000

(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   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title Of Securities

To Be Registered

 

Amount

To Be
Registered

  Proposed
Maximum
Offering Price
Per Obligation(1)
 

Proposed
Maximum
Aggregate

Offering Price

 

Amount Of

Registration Fee

Deferred Compensation Obligations

  $2,500,000   100%   $2,500,000   $290.50

 

 

(1) Estimated solely for purposes of determining the registration fee.

 

 

 


EXPLANATORY NOTE

This Registration Statement registers obligations of Citigroup Inc. to pay deferred compensation in the future (“Deferred Compensation Obligations”) in accordance with the terms of the Citi Head Office Guarantee Plan (the “Plan”). The Deferred Compensation Obligations registered on this Registration Statement are in addition to the Deferred Compensation Obligations previously registered on a Registration Statement on Form S-8 filed in connection with the Plan on January 24, 2008 (File No. 333-148846), the contents of which are hereby incorporated by reference.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citigroup Inc. 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 or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 1, 2015.

 

CITIGROUP INC.

(Registrant)

By   /s/ John C. Gerspach
 

John C. Gerspach

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment thereto has been signed below by the following persons in the capacities indicated on May 1, 2015.

 

Signatures

  

Title

/s/ Michael L. Corbat

Michael L. Corbat

  

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ John C. Gerspach

John C. Gerspach

  

Chief Financial Officer

(Principal Financial Officer)

/s/ Jeffrey R. Walsh

Jeffrey R. Walsh

  

Controller

(Principal Accounting Officer)

*

Duncan Hennes

  

Director

*

Franz B. Humer

  

Director

*

Michael E. O’Neill

  

Director

(Chairman)

*

Gary M. Reiner

  

Director

*

Judith Rodin

  

Director


Signatures

  

Title

*

Anthony M. Santomero

  

Director

*

Joan E. Spero

  

Director

*

Diana L. Taylor

  

Director

*

William S. Thompson

  

Director

*

James S. Turley

  

Director

 

*By:   /s/ John C. Gerspach
 

John C. Gerspach

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Document

  5.1    Opinion of Pamela Scott, with respect to the legality of the securities being registered
23.1    Consent of Pamela Scott (included in the opinion filed as Exhibit 5)
23.2    Consent of KPMG LLP
24.1    Powers of Attorney of the directors of the Registrant.


Exhibit 5.1

 

LOGO

Pamela Scott

General Counsel

Human Resources

One Court Square

Long Island City, NY 11120

May 1, 2015

Citigroup Inc.

399 Park Avenue

New York, NY 10043

Ladies and Gentlemen:

I am General Counsel – Human Resources of Citigroup Inc., a Delaware corporation (the “Company”). I have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), for the registration of $2,500,000 of Deferred Compensation Obligations, which represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Citi Head Office Guarantee Plan (the “Plan”).

In connection with the foregoing, I or attorneys under my supervision have examined the Restated Certification of Incorporation and By-Laws of the Company, as amended, the Plan document, and such other documents and instruments of the Company that I have deemed necessary or appropriate for the purposes of the opinion expressed herein. In addition, I or attorneys under my supervision have reviewed and have conferred with various officers and directors of the Company and have ascertained or verified to my satisfaction such additional facts as I have deemed necessary or appropriate for the purposes of the opinion expressed herein. As to certain factual matters relevant to this opinion letter, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as certified, photostatic or facsimile copies, and the authenticity of the originals of such latter documents. For the purpose of this opinion, I have assumed that the Plan is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, and the Plan is not designed or operated for the purpose of satisfying the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended.

Based upon the foregoing I am of the opinion that, when issued in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting the enforcement of creditors’ rights or by general principles of equity.

My opinion is limited to matters governed by the laws of the State of New York and the General Corporation Law of the State of Delaware. My opinion expressed herein is as of the date hereof, and I undertake no obligation to advise you of any changes in applicable law or any other matters that may come to my attention after the date hereof that may affect my opinion expressed herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

 

 

Very truly yours,
/s/ PAMELA SCOTT

Pamela Scott

General Counsel-Human Resources



EXHIBIT 23.2

 

LOGO

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Citigroup Inc.:

We consent to the use of our reports dated February 25, 2015, with respect to the consolidated balance sheets of Citigroup Inc. and subsidiaries (“Citigroup”) as of December 31, 2014 and 2013, 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 Citigroup’s internal control over financial reporting as of December 31, 2014, incorporated by reference in this registration statement of Citigroup on Form S-8 relating to deferred compensation obligations registered under the terms of the Citi Head Office Guarantee Plan.

LOGO

May 1, 2015



EXHIBIT 24.1

Limited Power of Attorney

(Form S-8)

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (“the Company”), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe the true and lawful attorney-in-fact and agent of the undersigned, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorney-in-fact and agent may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities of the Company being registered on the Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit (the “Securities”), including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of the undersigned as a director of the Company, the Registration Statement on Form S-8 to which this power of attorney is filed as an exhibit, a Registration Statement under Rule 462(b) of the Securities Act, or another appropriate form in respect of the registration of the Securities, and any and all amendments thereto, including post-effective amendments, and any instruments, contracts, documents or other writings of which the originals or copies thereof are to be filed as a part of, or in connection with, any such Registration Statement or any other appropriate form or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission, and to effect any and all applications and other instruments in the name and on behalf of the undersigned which said attorney-in-fact and agent deem advisable in order to qualify or register the Securities under the securities laws of any of the several States or other jurisdictions; and the undersigned does hereby ratify all that said attorney-in-fact and agent shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 28th day of April, 2015.

 

/s/ DUNCAN P. HENNES

Duncan Hennes

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 29th day of April, 2015.

 

/s/ FRANZ B. HUMER

Franz B. Humer

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 28th day of April, 2015.

 

/s/ MICHAEL E. O’NEILL

Michael E. O’Neill

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 29th day of April, 2015.

 

/s/ GARY M. REINER

Gary M. Reiner


IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 29th day of April, 2015.

 

/s/ JUDITH RODIN
Judith Rodin

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 28th day of April, 2015.

 

/s/ ANTHONY M. SANTOMERO
Anthony M. Santomero

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 29th day of April, 2015.

 

/s/ JOAN E. SPERO
Joan E. Spero

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 29th day of April, 2015.

 

/s/ DIANA L. TAYLOR
Diana L. Taylor

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 28th day of April, 2015.

 

/s/ WILLIAM S. THOMPSON, JR.
William S. Thompson

IN WITNESS WHEREOF, I, the undersigned, have executed this Limited Power of Attorney as of this 28th day of April, 2015.

 

/s/ JAMES S. TURLEY
James S. Turley
Citigroup (NYSE:C)
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