-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXlTJdcuHssIFB4d29CBu33vxWdAF31GaiubAd6GUbEzrKxCuHFYQCi3WEKcBEAi gN1c7lP+oJFkYJH5riKECA== 0001045969-01-500547.txt : 20010622 0001045969-01-500547.hdr.sgml : 20010622 ACCESSION NUMBER: 0001045969-01-500547 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010621 EFFECTIVENESS DATE: 20010621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63508 FILM NUMBER: 1664554 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST STREET 2: SIXTH & MARQUETTE CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: NORWEST CENTER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on June 21, 2001 Registration No. 333-____ - -------------------------------------------------------------------------------- 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 charter) Delaware 41-0449260 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 420 Montgomery Street San Francisco, California 94163 (800) 411-4932 (Address of principal executive offices) _______________ Wells Fargo & Company 401(k) Plan (Full title of the plan) _______________ Stanley S. Stroup Executive Vice President and General Counsel Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 (415) 396-6019 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Robert J. Kaukol Wells Fargo & Company 1740 Broadway Denver, Colorado 80274 (303) 863-2731 _______________ CALCULATION OF REGISTRATION FEE
Title Of Each Class of Amount To Be Proposed Proposed Amount Of Securities Registered Maximum Maximum Registration To Be Registered Offering Price Aggregate Fee Per Unit Offering Price Common Stock, $1-2/3 20,000,000 $43.07(2) $861,400,000.00 $215,350.00 par value (1)
(1) Each share of common stock includes one preferred stock purchase right. Pursuant to Rule 416, this registration statement also covers an indeterminate amount of interests to be offered pursuant to the Plan. Also pursuant to Rule 416, this registration statement covers additional securities that may be issued as a result of stock splits, stock dividends or similar transactions. (2) Determined in accordance with Rule 457(h) based on the average of the high and low sales prices of Wells Fargo common stock for June 18, 2001, as reported on the New York Stock Exchange. _______________ This registration statement shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Section 8(a) of the Securities Act of 1933 and Rule 462 thereunder. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Wells Fargo & Company ("Wells Fargo") with the Securities and Exchange Commission (the "Commission") (File No. 001-02979) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference. Documents filed before November 3, 1998 were filed under the name Norwest Corporation. -- Annual Report on Form 10-K for the year ended December 31, 2000, including information specifically incorporated by reference into the Form 10- K from Wells Fargo's 2000 Annual Report to Stockholders and Wells Fargo's definitive Notice and Proxy Statement for Wells Fargo's 2001 Annual Meeting of Stockholders; -- Annual Report on Form 11-K for the year ended December 31, 1999 for the Wells Fargo & Company 401(k) Plan; -- Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; -- Current Reports on Form 8-K filed January 16, 2001, April 17, 2001 and June 7, 2001; -- The description of Wells Fargo's common stock contained in Wells Fargo's Current Report on Form 8-K filed October 14, 1997, including any amendment or report filed to update such description; -- The description of Wells Fargo's preferred stock purchase rights contained in Wells Fargo's Registration Statement on Form 8-A dated October 21, 1998, including any amendment or report filed to update such description; and -- All documents filed by Wells Fargo with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, including documents filed on behalf of the Plan, subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of such filing. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes indemnification of directors and officers of a Delaware corporation under certain circumstances against expenses, judgments and the like in connection with action, suit or proceeding. Article Fourteenth of the Restated Certificate of Incorporation of Wells Fargo. Wells Fargo also maintains insurance coverage relating to certain liabilities of directors and officers. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index. Wells Fargo will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made or will make all changes required by the IRS in order to qualify the Plan. Item 9. Undertakings. (a) 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: (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ((S)230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 2 (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 (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the registrant pursuant to section 13 of 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) 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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) 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 foregoing provisions, or otherwise, the registrant has been advised 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 payment 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 jurisdiction 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. 3 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 of San Francisco, state of California, on June 20, 2001. WELLS FARGO & COMPANY By: /s/ Richard M. Kovacevich Richard M. Kovacevich Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on June 20, 2001 by the following persons in the capacities indicated: /s/ Richard M. Kovacevich Chairman, President and Chief Richard M. Kovacevich Executive Officer (Principal Executive Officer) /s/ Ross J. Kari Executive Vice President Ross J. Kari and Chief Financial Officer (Principal Financial Officer) /s/ Les L. Quock Senior Vice President and Controller Les L. Quock (Principal Accounting Officer) LES BILLER CYNTHIA H. MILLIGAN J.A. BLANCHARD III BENJAMIN F. MONTOYA MICHAEL R. BOWLIN PHILIP J. QUIGLEY DAVID A. CHRISTENSEN DONALD B. RICE A majority of the ROBERT L. JOSS JUDITH M. RUNSTAD Board of Directors* REATHA CLARK KING SUSAN G. SWENSON RICHARD D. McCORMICK MICHAEL W. WRIGHT _______________ *Richard M. Kovacevich, by signing his name hereto, does hereby sign this document on behalf of each of the directors named above pursuant to powers of attorney duly executed by such persons. /s/ Richard M. Kovacevich Richard M. Kovacevich Attorney-in-Fact 4 The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrator of the Wells Fargo & Company 401(k) Plan has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto authorized in the city of San Francisco, state of California, on June 20, 2001. WELLS FARGO & COMPANY, as plan administrator By /s/ Richard M. Kovacevich Richard M. Kovacevich Chairman, President and Chief Executive Officer 5 INDEX TO EXHIBITS Number Description 5.1 Opinion of Stanley S. Stroup. 23.1 Consent of Stanley S. Stroup (included in Exhibit 5.1). 23.2 Consent of KPMG LLP. 24.1 Powers of Attorney. EX-5.1 2 dex51.txt OPINION OF STANLEY S. STROUP EXHIBIT 5.1 June 20, 2001 Board of Directors Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 Ladies and Gentlemen: In connection with the proposed registration by Wells Fargo & Company, a Delaware corporation ("Wells Fargo), under the Securities Act of 1933, as amended, of 20,000,000 shares of its common stock, par value of $1-2/3 per share, and associated preferred stock purchase rights (such shares and rights collectively the "Shares"), that may be issued by Wells Fargo under the Wells Fargo & Company 401(k) Plan (the "Plan"), I or attorneys under my supervision have examined such corporate records and other documents, including the registration statement on Form S-8 to be filed with the Securities and Exchange Commission relating to the Shares (the "Registration Statement"), and have reviewed such matters of law as I have deemed necessary for this opinion. I advise you that in my opinion: 1. Wells Fargo is a corporation duly organized and existing under the laws of the state of Delaware. 2. The Shares, when issued in accordance with the terms of the Plan, will be legally and validly issued and fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Stanley S. Stroup Executive Vice President and General Counsel Wells Fargo & Company EX-23.2 3 dex232.txt CONSENT OF KMPG LLP EXHIBIT 23.2 [LETTERHEAD OF KPMG LLP] CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors of Wells Fargo & Company We consent to the incorporation by reference in this Registration Statement on Form S-8 of Wells Fargo & Company (the "Company") relating to the Wells Fargo & Company 401(k) Plan (the "Plan"), of our report dated January 16, 2001, with respect to the consolidated balance sheet of Wells Fargo & Company and Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2000, which report is incorporated by reference in the Company's December 31, 2000 Annual Report on Form 10-K, and of our report dated June 16, 2000, with respect to the statements of net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 1999. /s/ KPMG LLP San Francisco, California June 20, 2001 EX-24.1 4 dex241.txt POWERS OF ATTORNEY EXHIBIT 24.1 WELLS FARGO & COMPANY Power of Attorney of Director and/or Officer KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby make, constitute and appoint RICHARD M. KOVACEVICH, LES S. BILLER, ROSS J. KARI, STANLEY S. STROUP and LAUREL A. HOLSCHUH, and each or any one of them, the undersigned's true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned's name, place and stead, to sign and affix the undersigned's name as such director and/or officer of the Company to one or more Registration Statements on Form S-8 or other applicable form, and all amendments, including post-effective amendments, thereto, to be filed by the Company with the Securities and Exchange Commission, Washington, D.C., in connection with the registration under the Securities Act of 1933, as amended, of up to 20,000,000 shares of Common Stock of the Company, including associated preferred stock purchase rights, and an indeterminate amount of related plan participation interests, adjusted for any change in the number of outstanding shares of Common Stock resulting from stock splits, reverse stock splits or stock dividends occurring after the date hereof, issuable in connection with the Wells Fargo & Company 401(k) Plan and any successor plan, and to file the same, with all exhibits thereto and other supporting documents, with said Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 24th day of April, 2001. /s/ LES BILLER /s/ CYNTHIA H. MILLIGAN /s/ J.A. BLANCHARD III /s/ BENJAMIN F. MONTOYA /s/ MICHAEL R. BOWLIN /s/ PHILIP J. QUIGLEY /s/ DAVID A. CHRISTENSEN /s/ DONALD B. RICE /s/ ROBERT L. JOSS /s/ JUDITH M. RUNSTAD /s/ REATHA CLARK KING /s/ SUSAN G. SWENSON /s/ RICHARD D. McCORMICK /s/ MICHAEL W. WRIGHT -----END PRIVACY-ENHANCED MESSAGE-----