-----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, BMaNRldjUuxzwlJCY/g5Z36Dw09Bc/4GK4TlveNhkM915n+jrI4gtJRNnCdACwM9 xGYHOLuvIpX98e0pmJ45ag== 0000950168-01-000496.txt : 20010312 0000950168-01-000496.hdr.sgml : 20010312 ACCESSION NUMBER: 0000950168-01-000496 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010309 EFFECTIVENESS DATE: 20010309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-53344 FILM NUMBER: 1564589 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 3367705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 S-8 POS 1 0001.txt WACHOVIA CORP. POST EFFECT. AMEND NO. 1 ON S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 UNDER THE SECURITIES ACT OF 1933 ------------------------------ WACHOVIA CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1473727 -------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 North Main Street, P.O. Box 3099, Winston-Salem, North Carolina 27150 191 Peachtree Street, N.E., P.O. Box 4148, Atlanta, Georgia 30303 -------------------------------------------------------------------------- (Address of principal executive offices, including zip code) REPUBLIC SECURITY FINANCIAL CORPORATION 1997 PERFORMANCE INCENTIVE PLAN (329,210 Shares) REPUBLIC SAVINGS FINANCIAL CORPORATION 1991 DIRECTOR STOCK OPTION PLAN (3,020 Shares) FIRST PALM BEACH BANCORP, INC. 1993 INCENTIVE STOCK PLAN (5,744 Shares) REPUBLIC SECURITY FINANCIAL CORPORATION 1993 DIRECTOR STOCK OPTION PLAN (654 Shares) FAMILY BANK STOCK OPTION PLAN (12,178 Shares) --------------- (Full title of the plans) William M. Watson, Jr. Senior Vice President, Corporate Secretary and Counsel Wachovia Corporation 100 North Main Street Post Office Box 3099 Winston-Salem, North Carolina 27150 (336) 732-2549 ---------------------------------------- (Name, address and telephone number, including area code, of agent for service) This Post-Effective Amendment covers 350,806 shares of the Registrant's $5.00 par value Common Stock which were included in the shares of such Common Stock originally registered on the Form S-4 (Registration Statement No. 333-53344) to which this is an amendment. The registration fee in respect to such Common Stock was paid at the time of the original filing of the Registration Statement relating to such Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Wachovia Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Commission on March 5, 2001; (b) The description of the Company's Common Stock, par value $5.00 per share, contained in the Company's Registration Statement on Form 8-B filed pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a), above. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities offered hereby has been passed upon by William M. Watson, Jr., Senior Vice President, Corporate Secretary and Counsel of the Company, who owns approximately 6,500 shares of Common Stock and has been granted options to purchase 21,061 shares of Common Stock and restricted awards for 500 shares of Common Stock under plans of the Company. Item 6. Indemnification of Directors and Officers. Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, the statutes provide that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided by statute that the director or officer meets certain standards of conduct, provided when a director or officer is liable to the corporation or is adjudged liable on the basis that personal benefit was improperly received by him, the corporation may not indemnify him. A director or officer of a corporation who is a party to a proceeding may also apply to the courts for indemnification, unless the articles of incorporation provide otherwise, and the court may order indemnification under certain circumstances set forth in the statute. A corporation may, in its articles of incorporation or bylaws or by contract or resolution, provide indemnification in addition to that provided by statute, subject to certain conditions. The Company's bylaws provide for the indemnification of any director or officer of the Company or any wholly owned subsidiary of the Company against liabilities and litigation expenses arising out of his status as such, excluding (i) that portion of any liabilities or litigation expenses with respect to which such person is entitled to receive payment under any insurance policy other than a directors' and officers' insurance policy maintained by the Company or (ii) any liabilities or litigation expenses incurred on account of any of such person's activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Company. II-1 The Company's articles of incorporation provide for the elimination of the personal liability of each director of the Company to the fullest extent permitted by law. The Company has purchased a standard liability policy, which, subject to any limitations set forth in the policy, would pay on behalf of the Company's directors and officers for damages that they become legally obligated to pay as a result of any actual or alleged act, error, omission, misstatement, misleading statement or breach of duty committed while acting in their official capacity or any matter asserted against an officer or director solely by reason of his status as an officer or director. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as a part of this Registration Statement: Number Description ------ ----------- 4.1 Amended and Restated Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-9021) 4.2 Bylaws of the Company, which are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed December 14, 1998 (File No. 333-68823) 5 Opinion of William M. Watson, Jr., Esq., as to the legality of the Common Stock being registered 23.1 Consent of William M. Watson, Jr., Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney for Directors 24.2 Power of Attorney for Officers Item 9. Undertakings. (a) The Company 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 (the "Securities 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; (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; II-2 provided, however, that paragraphs (a)(1)(i) and (a)(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 Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, Wachovia Corporation 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 Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-53344 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 9th day of March, 2001. WACHOVIA CORPORATION By: /s/ Leslie M. Baker, Jr. -------------------------------- Leslie M. Baker, Jr. Chairman of the Board, President 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 indicated on March 9, 2001. /s/ Leslie M. Baker, Jr.* - ------------------------------------------------------ Name: Leslie M. Baker, Jr. Title: Chairman of the Board, President and Chief Executive Officer (principal executive officer) /s/ James S. Balloun* - ----------------------------------------------------- Name: James S. Balloun Title: Director /s/ John T. Casteen, III* - ----------------------------------------------------- Name: John T. Casteen, III Title: Director /s/ George W. Henderson, III* - ------------------------------------------------------ Name: George W. Henderson, III Title: Director /s/ Robert A. Ingram* - ------------------------------------------------------ Name: Robert A. Ingram Title: Director /s/ Elizabeth Valk Long* - ------------------------------------------------------ Name: Elizabeth Valk Long Title: Director /s/ F. Duane Ackerman* - ----------------------------------------------------- Name: F. Duane Ackerman Title: Director /s/ Peter C. Browning* - ----------------------------------------------------- Name: Peter C. Browning Title: Director /s/ Thomas K. Hearn, Jr.* - ----------------------------------------------------- Name: Thomas K. Hearn, Jr. Title: Director /s/ W. Hayne Hipp* - ----------------------------------------------------- Name: W. Hayne Hipp Title: Director /s/ George R. Lewis* - ----------------------------------------------------- Name: George R. Lewis Title: Director /s/ Lloyd U. Noland, III* - ------------------------------------------------------ Name: Lloyd U. Noland, III Title: Director II-4 /s/ Morris W. Offit* - ----------------------------------------------------- Name: Morris W. Offit Title: Director /s/ John C. Whitaker, Jr.* - ----------------------------------------------------- Name: John c. Whitaker, Jr. Title: Director /s/ Sherwood H. Smith, Jr.* - ----------------------------------------------------- Name: Sherwood H. Smith, Jr. Title: Director /s/ Dona Davis Young* - ----------------------------------------------------- Name: Dona Davis Young Title: Director /s/ Robert S. McCoy, Jr.* - ----------------------------------------------------- Name: Robert S. McCoy, Jr. Title: Vice Chairman, Treasurer and Chief Financial Officer (principal financial officer) /s/ David L. Gaines* - ----------------------------------------------------- Name: David L. Gaines Title: Senior Vice President, Comptroller and Assistant Treasurer (principal accounting officer) * By: /s/ William M. Watson, Jr. ----------------------------------------- Name: William M. Watson, Jr. Attorney-in-Fact II-5 EXHIBIT INDEX to Registration Statement on Form S-8 of Wachovia Corporation Exhibit No. Description ----------- ----------- 4.1 Amended and Restated Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 4.2 Bylaws of the Company, which are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed December 14, 1998 (File No. 333-68823) 5 Opinion of William M. Watson, Jr., Esq., as to the legality of the Common Stock being registered 23.1 Consent of William M. Watson, Jr., Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney for Directors 24.2 Power of Attorney for Officers EX-5 2 0002.txt OPINION OF WILLIAM WATSON EXHIBIT 5 [Wachovia Corporation Letterhead] March 9, 2001 Wachovia Corporation 100 North Main Street P.O. Box 3099 Winston-Salem, North Carolina 27150 Re: Registration Statement on Form S-8 Relating to Certain Stock Plans of Republic Security Financial Corporation Ladies and Gentlemen: I am familiar with the proceedings taken by Wachovia Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Post-Effective Amendment No. 1 on Form S-8 (the "Registration Statement") to a Registration Statement on Form S-4 (File No. 333-53344) under the Securities Act of 1933, as amended, pertaining to the offer and sale of up to 350,806 shares of the Company's Common Stock, par value $5.00 per share (the "Shares"), pursuant to certain obligations assumed by the Company with respect to the following: (1) Republic Security Financial Corporation 1997 Performance Incentive Plan; (2) Republic Savings Financial Corporation 1991 Director Stock Option Plan; (3) First Palm Beach Bancorp, Inc. 1993 Incentive Stock Plan; (4) Republic Security Financial Corporation 1993 Director Stock Option Plan; and (5) Family Bank Stock Option Plan (individually, a "Plan," and collectively, the "Plans"). The assumption by the Company of such obligations, and the offer and sale of the Shares, is contemplated pursuant to a certain Agreement and Plan of Merger dated as of October 29, 2000 by and between the Company and Republic Security Financial Corporation ("Republic"), pursuant to which Republic merged with and into a wholly-owned subsidiary of the Company. As counsel for the Company, the Plans and the Registration Statement have been reviewed under my direction, and I have examined and am familiar with the records relating to the organization of the Company, including its articles of incorporation, bylaws and all amendments thereto, and the records of all proceedings taken by the Board of Directors of the Company pertinent to the rendering of this opinion. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, upon issuance of the Shares and receipt by the Company of the consideration therefor in accordance with the terms of the respective Plan, the Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act, or other rules and regulations of the Commission thereunder. Sincerely, By: /s/ William M. Watson, Jr. -------------------------------------- William M. Watson, Jr. Senior Vice President, Counsel and Corporate Secretary EX-23.2 3 0003.txt CONSENT OF ERNST AND YOUNG EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Republic Security Financial Corporation 1997 Performance Incentive Plan, the Republic Savings Financial Corporation 1991 Director Stock Option Plan, the First Palm Beach Bancorp, Inc. 1993 Incentive Stock Plan, the Republic Security Financial Corporation 1993 Director Stock Option Plan and the Family Bank Stock Option Plan, of our report dated January 17, 2001, with respect to the consolidated financial statements of Wachovia Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Winston-Salem, North Carolina March 7, 2001 EX-24.1 4 0004.txt POWER OF ATTORNEY - DIRECTORS EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: We, the undersigned directors of Wachovia Corporation (the "Corporation") and each of us, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), our attorneys-in-fact and agents with full power of substitution for us and in our name, place and stead, in any and all capacities, to execute for us and in our behalf a registration statement under the Securities Act of 1933 on Form S-8 for Republic Security Financial Corporation and any post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and/or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we the undersigned have executed this Power of Attorney as of the 26th day of January, 2001. /s/ Leslie M. Baker, Jr. - ------------------------------------------------------ Name: Leslie M. Baker, Jr. Title: Chairman of the Board, President and Chief Executive Officer (principal executive officer) /s/ James S. Balloun - ----------------------------------------------------- Name: James S. Balloun Title: Director /s/ John T. Casteen, III - ----------------------------------------------------- Name: John T. Casteen, III Title: Director /s/ George W. Henderson, III - ------------------------------------------------------ Name: George W. Henderson, III Title: Director /s/ Robert A. Ingram - ------------------------------------------------------ Name: Robert A. Ingram Title: Director /s/ Elizabeth Valk Long - ----------------------------------------------------- Name: Elizabeth Valk Long Title: Director /s/ Morris W. Offit - ----------------------------------------------------- Name: Morris W. Offit Title: Director /s/ F. Duane Ackerman - ----------------------------------------------------- Name: F. Duane Ackerman Title: Director /s/ Peter C. Browning - ----------------------------------------------------- Name: Peter C. Browning Title: Director /s/ Thomas K. Hearn, Jr. - ----------------------------------------------------- Name: Thomas K. Hearn, Jr. Title: Director /s/ W. Hayne Hipp - ----------------------------------------------------- Name: W. Hayne Hipp Title: Director /s/ George R. Lewis - ----------------------------------------------------- Name: George R. Lewis Title: Director /s/ Lloyd U. Noland, III - ------------------------------------------------------ Name: Lloyd U. Noland, III Title: Director /s/ John C. Whitaker, Jr. - ----------------------------------------------------- Name: John c. Whitaker, Jr. Title: Director /s/ Sherwood H. Smith, Jr. - ----------------------------------------------------- Name: Sherwood H. Smith, Jr. Title: Director /s/ Dona Davis Young - ----------------------------------------------------- Name: Dona Davis Young Title: Director EX-24.2 5 0005.txt POWER OF ATTORNEY FOR OFFICERS EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: We, the undersigned officers of Wachovia Corporation (the "Corporation") and each of us, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), our attorneys-in-fact and agents with full power of substitution for us and in our name, place and stead, in any and all capacities, to execute for us and in our behalf the registration statement under the Securities Act of 1933 on Form S-8 or other applicable forms relating to one or more offerings of the Corporation's common stock, in connection with the Corporation's acquisition involving Republic Security Financial Corporation, and to sign any and all amendments (including post-effective amendments) to a registration statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and/or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we the undersigned have executed this Power of Attorney as of the 26th day of January, 2001. /s/ Robert S. McCoy, Jr. - -------------------------------------------- Name: Robert S. McCoy, Jr. Title: Vice Chairman, Treasurer and Chief Financial Officer (principal financial officer) /s/ David L. Gaines ------------------------------------------------- Name: David L. Gaines Title: Senior Vice President, Comptroller and Assistant Treasurer (principal accounting officer) -----END PRIVACY-ENHANCED MESSAGE-----