-----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, ULmw3IWeQFHHj4lsuumUWa8syBngP4xQT961dxLPT+49ZN5PPRSAAkbRSqujnij0 UT/9sKJiXUIUMKOiDvziSA== 0000895813-02-000070.txt : 20020417 0000895813-02-000070.hdr.sgml : 20020417 ACCESSION NUMBER: 0000895813-02-000070 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020417 EFFECTIVENESS DATE: 20020417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN TRUST CORP CENTRAL INDEX KEY: 0000073124 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 362723087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86418 FILM NUMBER: 02613586 BUSINESS ADDRESS: STREET 1: 50 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 S-8 1 x0417-s8.txt As filed with the Securities and Exchange Commission on April 17, 2002 Registration No. 333- --------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2723087 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FIFTY SOUTH LASALLE STREET CHICAGO, ILLINOIS 60675 (Address of principal executive offices, including zip code) NORTHERN TRUST CORPORATION 2002 STOCK PLAN (Full title of the plan) KELLY R. WELSH EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIFTY SOUTH LASALLE STREET CHICAGO, ILLINOIS 60675 (Name and address of agent for service) (312) 630-6000 (Telephone number, including area code, of agent for service) --------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE ------------------- ------------ ---------------- ---------------- ---------------- Common Stock, $1.66-2/3 par value 7,500,000 shares $56.93 (1) $426,975,000 (1) $39,281.70 (1) per share (including associated Preferred Stock Purchase Rights) ____________ (1) Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The Nasdaq Stock Market on April 15, 2002 pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee.
-2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated herein by reference: (a) The Annual Report on Form 10-K of Northern Trust Corporation (the "Registrant") for the fiscal year ended December 31, 2001; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") since the end of the fiscal year referred to in (a) above; (c) The description of the Registrant's Common Stock contained in a registration statement filed pursuant to Section 12 of the 1934 Act, and any amendment or report filed for the purpose of updating such description, including Exhibit 99(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; and (d) The description of the Registrant's Preferred Stock Purchase Rights contained in a registration statement on Form 8-A dated July 24, 1998 and filed with the Securities and Exchange Commission (the "Commission") on July 24, 1998, as amended by Amendment No. 1 dated as of November 18, 1998 and filed with the Registrant's Current Report on Form 8-K dated November 20, 1998, and Amendment No. 2 dated as of February 16, 1999 and filed with the Registrant's Current Report on Form 8-K dated February 19, 1999. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which 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 filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Kelly R. Welsh, Executive Vice President and General Counsel of the Registrant, has furnished the opinion attached as Exhibit 5 to this registration statement with respect to the validity of the securities being registered hereunder. As of April 1, 2002, Mr. Welsh owned 30,167 shares of Common Stock of the Registrant, of which 30,001 are shares issuable pursuant to stock options exercisable within 60 days. -3- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law and Article Eighth of the Corporation's Restated Certificate of Incorporation provide for indemnification of the Corporation's directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "1933 Act"). The general effect of these provisions is to provide that the Corporation shall indemnify its directors and officers against all liabilities and expenses reasonably incurred in connection with the defense or settlement of any judicial or administrative proceedings in which they become involved by reason of their status as corporate directors or officers, if they acted in good faith and in the reasonable belief that their conduct was neither unlawful (in the case of criminal proceedings) nor inconsistent with the best interests of the Corporation. With respect to legal proceedings by or in the right of the Corporation in which a director or officer is adjudged liable for improper performance of his duty to the Corporation, indemnification is limited by such provisions to that amount which is permitted by the court. In addition, the Corporation has purchased insurance as permitted by Delaware law on behalf of directors, officers, employees or agents, which may cover liabilities under the 1933 Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement. 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 1933 Act; (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 value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range -4- may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) 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 or 15(d) of the 1934 Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, 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 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933 Act 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 -5- 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. -6- 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 Chicago, State of Illinois, on April 16, 2002. NORTHERN TRUST CORPORATION (REGISTRANT) By: /s/ William A. Osborn ------------------------------- William A. Osborn Chairman 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 date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ William A. Osborn Chairman, Chief Executive Officer and April 16, 2002 -------------------------------- Director William A. Osborn Perry R. Pero* Vice Chairman and April 16, 2002 -------------------------------- Chief Financial Officer Perry R. Pero Harry W. Short* Executive Vice President and April 16, 2002 -------------------------------- Controller (Chief Accounting Officer) Harry W. Short Duane L. Burnham* Director April 16, 2002 -------------------------------- Duane L. Burnham Dolores E. Cross* Director April 16, 2002 -------------------------------- Dolores E. Cross Susan Crown* Director April 16, 2002 -------------------------------- Susan Crown Robert S. Hamada* Director April 16, 2002 -------------------------------- Robert S. Hamada -7- SIGNATURE TITLE DATE --------- ----- ---- Barry G. Hastings* Director April 16, 2002 -------------------------------- Barry G. Hastings Robert A. Helman* Director April 16, 2002 -------------------------------- Robert A. Helman Arthur L. Kelly* Director April 16, 2002 -------------------------------- Arthur L. Kelly Frederick A. Krehbiel* Director April 16, 2002 -------------------------------- Frederick A. Krehbiel Robert C. McCormack* Director April 16, 2002 -------------------------------- Robert C. McCormack Edward J. Mooney* Director April 16, 2002 -------------------------------- Edward J. Mooney John W. Rowe* Director April 16, 2002 -------------------------------- John W. Rowe Harold B. Smith* Director April 16, 2002 -------------------------------- Harold B. Smith William D. Smithburg* Director April 16, 2002 -------------------------------- William D. Smithburg *By: /s/ Kelly R. Welsh --------------------------- Kelly R. Welsh Attorney-in-Fact (Pursuant to Powers of Attorney filed as Exhibits to this Registration Statement)
-8- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3(ii) of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000) 4.2 By-laws, as amended (Incorporated by reference to Exhibit 3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999) 5 Opinion of Counsel 23.1 Consent of Counsel (Contained in its opinion filed as Exhibit 5) 23.2 Consent of Independent Public Accountants 24 Powers of Attorney -9- EX-5 3 xexhbt5.txt EXHIBIT 5 April 16, 2002 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549-1004 Re: Northern Trust Corporation - Registration Statement on Form S-8 Covering the Registration of 7,500,000 Shares of Common Stock under the Northern Trust Corporation 2002 Stock Plan ------------------------------------------- Ladies and Gentlemen: I am Executive Vice President and General Counsel of Northern Trust Corporation, a Delaware corporation (the "Corporation"), and have served in that capacity in connection with the Corporation's filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the registration of 7,500,000 shares of the Corporation's common stock, $1.66-2/3 par value per share, including the associated Preferred Stock Purchase Rights (collectively, the "Stock"), issuable pursuant to the Northern Trust Corporation 2002 Stock Plan (the "Plan"). In that connection, I have examined or caused to be examined such documents and have made or caused to be made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, it is my opinion that those shares of Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, By: /s/ Kelly R. Welsh _____________________________ Kelly R. Welsh Executive Vice President and General Counsel EX-23 4 xexhbt23.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 14, 2002, included in Northern Trust Corporation's Form 10-K for the year ended December 31, 2001 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Chicago, Illinois April 16, 2002 EX-24 5 xexhbt24.txt EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned officers and directors of Northern Trust Corporation, hereby severally constitute and appoint William A. Osborn and Kelly R. Welsh, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them singly, to sign for us in our names in the capacities indicated below a Registration Statement on Form S-8 relating to the sale of shares of Common Stock of Northern Trust Corporation (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation 2002 Stock Plan, and any and all amendments (including post-effective amendments) to the Registration Statement, and to file any of the foregoing with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Trust Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or each of them, to the Registration Statement, and any and all amendments thereto, and all that said attorneys and agents, or each of them, may do or cause to be done by virtue of these presents. This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of this 16th day of April, 2002. /s/ William A. Osborn ------------------------------ William A. Osborn Chairman of the Board, Chief Executive Officer and Director /s/ Perry R. Pero ------------------------------ Perry R. Pero Vice Chairman and Chief Financial Officer /s/ Harry W. Short ------------------------------ Harry W. Short Executive Vice President and Controller /s/ Duane L. Burnham /s/ Frederick A. Krehbiel ------------------------------ ------------------------------ Duane L. Burnham Frederick A. Krehbiel Director Director /s/ Dolores E. Cross /s/ Robert C. McCormack ------------------------------ ------------------------------ Dolores E. Cross Robert C. McCormack Director Director /s/ Susan Crown /s/ Edward J. Mooney ------------------------------ ------------------------------ Susan Crown Edward J. Mooney Director Director /s/ Robert S. Hamada /s/ John W. Rowe ------------------------------ ------------------------------ Robert S. Hamada John W. Rowe Director Director /s/ Barry G. Hastings /s/ Harold B. Smith ------------------------------ ------------------------------ Barry G. Hastings Harold B. Smith President, Chief Operating Director Officer and Director /s/ Robert A. Helman /s/ William D. Smithburg ------------------------------ ------------------------------ Robert A. Helman William D. Smithburg Director Director /s/ Arthur L. Kelly ------------------------------ Arthur L. Kelly Director -----END PRIVACY-ENHANCED MESSAGE-----