-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mlm625/8Dn9UGpO+qhagWXj8iRyR5cVPbVmN7ggYkdTcc+TUBXpuojr2eGssTbOL xY4c6FieiXHyNpRyyoyRFQ== 0000105598-94-000009.txt : 19940706 0000105598-94-000009.hdr.sgml : 19940706 ACCESSION NUMBER: 0000105598-94-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940705 EFFECTIVENESS DATE: 19940724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54441 FILM NUMBER: 94537691 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 S-8 1 As filed with the Securities and Exchange Commission on July 5, 1994 Registration No. 33-_____ ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 13-2553920 (State of incorporation) (I.R.S. Employer identification No.) 420 Montgomery Street, San Francisco, California 94104 (Address of principal executive offices) (Zip Code) WELLS FARGO & COMPANY LONG-TERM INCENTIVE PLAN (Full title of the Plan) ____________________ PATRICIA R. CALLAHAN Executive Vice President and Personnel Director Wells Fargo & Company 420 Montgomery Street, San Francisco, California 94104 (415) 396-5196 (Name, address and telephone number of agent for service) ____________________ Copy to: GUY ROUNSAVILLE, JR. Executive Vice President, Chief Counsel and Secretary Wells Fargo & Company 420 Montgomery Street, San Francisco, California 94104 ____________________ CALCULATION OF REGISTRATION FEE ========================================================================== Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share (1) Offering Price Fee - -------------------------------------------------------------------------- Common Stock, 2,000,000 Par Value $5 shares $153.38 $306,760,000 $105,779.31 ========================================================================== (1) Estimated solely for the purpose of calculating the registration fee. Based upon the average of the high and low prices reported for the Common Stock on the New York Stock Exchange Composite Tape on June 27, 1994, in accordance with Rule 457(c). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The Company hereby incorporates by reference in this Registration Statement the following documents: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993; (b) The Company's Current Reports on Form 8-K filed January 20 and April 19, 1994, and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994; and (c) The description of the Company's Common Stock included in Item 4 of the Company's Registration Statement on Form 8-B, filed June 17, 1987. All reports and definitive proxy or information statements filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effec- tive amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. The legality of the shares of Common Stock registered hereby have been passed upon for the Company by Guy Rounsaville, Jr., Executive Vice President, Chief Counsel and Secretary of the Company. As of May 31, 1994, Mr. Rounsaville owned 6,000 shares of Common Stock, had beneficial ownership of an additional 1,326 shares through the Company's Tax Advantage and Retirement Plan, had been awarded options to purchase 27,275 shares of Common Stock and, subject to continued employment through July 1, 1994, had the right to receive an additional 440 shares. Item 6. Indemnification of Directors and Officers. Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933. The Company's By-Laws require the Company to indemnify its directors, officers and employees to the full extent permitted by Delaware II-1 law against certain liabilities and expenses incurred as a result of proceedings involving such persons in their capacities as such, including proceedings under the Securities Act of 1933 or the Securities Exchange Act of 1934. The By-Laws further provide that rights conferred under such By-Laws shall not be deemed to be exclusive of any other right such persons may have or acquire under any statute, provision of any certificate of incorporation, by-law, agreement, vote of stockholders, disinterested directors or otherwise. The Restated Certificate of Incorporation of the Company precludes, with certain exceptions, the Company and its stockholders from recovering monetary damages from directors for business decisions found by a court to have been negligent or grossly negligent, including decisions relating to a change in control of the Company. Subject to certain deductibles and exclusions as to cover- age, under policies of insurance issued to the Company each director and each officer of the Company and all of its subsidi- aries, and each such person serving at the request of the Company as a director of an unaffiliated corporation, is insured with an annual aggregate limit of $105,000,000 against liability for losses incurred by them while acting in their capacities as such directors or officers. Subject to deductibles and exclusions under the same policies, the Company is entitled to reimbursement under such policies for certain amounts paid by it as indemnification to such directors and officers. As authorized by Section 145 of the Delaware General Corporation Law, the cost of such insurance is borne by the Company. Item 8. Exhibits. 4 Wells Fargo & Company Long-Term Incentive Plan. 5 Opinion of Guy Rounsaville, Jr. 23(a) Consent of KPMG Peat Marwick. 23(b) Consent of Guy Rounsaville, Jr., contained in the opinion filed as Exhibit 5 hereto. 24 Power of Attorney, set forth on pages II-5 through II-7 of this Registration Statement. Item 9. Undertakings. A. To File Post-Effective Amendments. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-2 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. To Renew Annually. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. To Submit Indemnification Claims to Court. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the fore- going provisions, or otherwise, the Registrant has been advised II-3 that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the pay- ment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdic- tion the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES The Registrant 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 and County of San Francisco, State of California, on the 21st day of June 1994. WELLS FARGO & COMPANY By: PATRICIA R. CALLAHAN Patricia R. Callahan Executive Vice President and Personnel Director POWER OF ATTORNEY KNOW EVERYONE BY THESE PRESENTS: That the undersigned officers and directors of Wells Fargo & Company, a Delaware corporation, do hereby constitute and appoint Carl E. Reichardt, Paul Hazen, Rodney L. Jacobs, Patricia R. Callahan, and any one of them, the lawful attorney and agent, with power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or require- ments of the Securities and Exchange Commission in connection with this Registration Statement or any amendment thereto. With- out limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned in the capacities indicated below to this Registration Statement, to any and all amendments and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents or any of them shall do or cause to be done by virtue hereof. II-5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated: Signature Title Date CARL E. REICHARDT Chairman of the June 21, 1994 Carl E. Reichardt Board (Principal Executive Officer) PAUL HAZEN President and June 21, 1994 Paul Hazen Director RODNEY L. JACOBS Vice Chairman and June 21, 1994 Rodney L. Jacobs Chief Financial Officer (Principal Financial Officer) FRANK A. MOESLEIN Executive Vice June 30, 1994 Frank A. Moeslein President and Controller (Principal Accounting Officer) H. JESSE ARNELLE Director June 21, 1994 H. Jesse Arnelle WILLIAM R. BREUNER Director June 21, 1994 William R. Breuner WILLIAM S. DAVILA Director June 21, 1994 William S. Davila RAYBURN S. DEZEMBER Director June 21, 1994 Rayburn S. Dezember ROBERT K. JAEDICKE Director June 21, 1994 Robert K. Jaedicke II-6 Signature Title Date Director Paul A. Miller Director Ellen M. Newman PHILIP J. QUIGLEY Director June 21, 1994 Philip J. Quigley DONALD B. RICE Director June 21, 1994 Donald B. Rice CHANG-LIN TIEN Director June 21, 1994 Chang-Lin Tien JOHN A. YOUNG Director June 21, 1994 John A. Young II-7 INDEX TO EXHIBITS Sequentially Numbered Exhibit No. Description Page 4 Wells Fargo & Company Long-Term Incentive Plan. 5 Opinion of Guy Rounsaville, Jr. 23(a) Consent of KPMG Peat Marwick. 23(b) Consent of Guy Rounsaville, Jr. is contained in his opinion filed as Exhibit 5 hereto. 24 Power of Attorney is set forth on pages II-5 through II-7 of this Registration Statement. Exhibit 5 June 21, 1994 Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163 Ladies and Gentlemen: Reference is made to the filing by Wells Fargo & Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933 relating to 2,500,000 shares of its Common Stock issuable under the Wells Fargo & Company Long-Term Incentive Plan. In my opinion, to the extent that shares of Common Stock are issued originally under the Plan (as opposed to shares from the Company's treasury), such shares of Common Stock, when issued in accordance with the provisions of the aforesaid Plan and Registration Statement, will be validly issued, fully paid and nonassessable. I consent to the reference to me under Item 5 of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, GUY ROUNSAVILLE, JR. Exhibit 23(a) The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in the registration statement on Form S-8 filed July 5, 1994 of Wells Fargo & Company of our report dated January 18, 1994 relating to the consolidated balance sheets of Wells Fargo & Company and Subsidiaries as of December 31, 1993 and 1992 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1993. KPMG Peat Marwick San Francisco, California July 5, 1994 -----END PRIVACY-ENHANCED MESSAGE-----