0001193125-11-325517.txt : 20111130 0001193125-11-325517.hdr.sgml : 20111130 20111130112532 ACCESSION NUMBER: 0001193125-11-325517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20111129 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02979 FILM NUMBER: 111233009 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: WELLS FARGO & COMPANY STREET 2: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 8-K 1 d262792d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 29, 2011

 

 

WELLS FARGO & COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-2979   No. 41-0449260

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

420 Montgomery Street,

San Francisco, California

   94104
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 1-866-249-3302

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 29, 2011, the Company filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Preferred Stock, Series A, filed with the Delaware Secretary of State on May 19, 2008.

On November 29, 2011, the Company also filed with the Delaware Secretary of State a Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations for the Non-Cumulative Perpetual Preferred Stock, Series B, filed with the Delaware Secretary of State on September 10, 2008.

The Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, and the Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, are filed herewith as Exhibits 3(a) and 3(b), respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  3(a) Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series A, filed herewith

 

  3(b) Certificate Eliminating the Certificate of Designations for the Company’s Non-Cumulative Perpetual Preferred Stock, Series B, filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: November 30, 2011       WELLS FARGO & COMPANY
    By:   /s/ Barbara S. Brett
      Barbara S. Brett
      Senior Vice President and Assistant Treasurer
 EX-3.A 2 d262792dex3a.htm CERTIFICATE ELIMINATING ELIMINATING THE CERTIFICATE OF DESIGNATIONS Certificate Eliminating Eliminating the Certificate of Designations

Exhibit 3(a)

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

OF

WELLS FARGO & COMPANY

 

 

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

 

 

The undersigned DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), at a meeting duly convened and held on October 25, 2011, at which a quorum was present and acting throughout:

WHEREAS resolutions were adopted by the Securities Committee of the Board of Directors, which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on May 19, 2008, providing for and authorizing the issuance of 25,001 shares of Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”); and

WHEREAS as of October 3, 2011, the Stock Purchase Contract Agreement related to the future sale and purchase of the Series A Preferred Stock was terminated prior to the issuance of the Series A Preferred Stock;

RESOLVED that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on May 19, 2008 with the Secretary of State of the State of Delaware with respect to such series.

RESOLVED that the Chairman, the President, any Vice Chairman, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Secretary and any Assistant Secretary, acting singly, are hereby authorized to execute, acknowledge, and file such instruments and documents as they, or any of them, may deem necessary or advisable to eliminate from the Company’s Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock.

IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Barbara S. Brett, its Senior Vice President, and attested by Jeannine E. Zahn, its Assistant Secretary, this 29th day of November, 2011.

 

WELLS FARGO & COMPANY
By     /s/ Barbara S. Brett
              Senior Vice President

ATTEST:

 

  /s/ Jeannine E. Zahn
  Assistant Secretary

[As filed with the Delaware Secretary of State on November 29, 2011.]

EX-3.B 3 d262792dex3b.htm CERTIFICATE ELIMINATING ELIMINATING THE CERTIFICATE OF DESIGNATIONS Certificate Eliminating Eliminating the Certificate of Designations

Exhibit 3(b)

CERTIFICATE ELIMINATING THE CERTIFICATE OF DESIGNATIONS

WITH RESPECT TO THE

NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

OF

WELLS FARGO & COMPANY

 

 

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

 

 

The undersigned DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of Wells Fargo & Company, a Delaware corporation (the “Company”), at a meeting duly convened and held on October 25, 2011, at which a quorum was present and acting throughout:

WHEREAS resolutions were adopted by the Securities Committee of the Board of Directors, which resolutions are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware on September 10, 2008, providing for and authorizing the issuance of 17,501 shares of Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”); and

WHEREAS as of October 3, 2011, the Stock Purchase Contract Agreement related to the future sale and purchase of the Series B Preferred Stock was terminated prior to the issuance of the Series B Preferred Stock;

RESOLVED that none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued subject to the Certificate of Designations previously filed on September 10, 2008 with the Secretary of State of the State of Delaware with respect to such series.

RESOLVED that the Chairman, the President, any Vice Chairman, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, the Secretary and any Assistant Secretary, acting singly, are hereby authorized to execute, acknowledge, and file such instruments and documents as they, or any of them, may deem necessary or advisable to eliminate from the Company’s Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations with respect to the Series B Preferred Stock.

IN WITNESS WHEREOF, WELLS FARGO & COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by Barbara S. Brett, its Senior Vice President, and attested by Jeannine E. Zahn, its Assistant Secretary, this 29th day of November, 2011.

 

WELLS FARGO & COMPANY
By     /s/ Barbara S. Brett
          Senior Vice President

ATTEST:

 

  /s/ Jeannine E. Zahn
  Assistant Secretary

[As filed with the Delaware Secretary of State on November 29, 2011.]