<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANK ONE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0738296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1 Bank One Plaza
Chicago, Illinois 60670
(Address of Principal Executive Offices) (Zip Code)
BANK ONE CORPORATION Investment Option Plan
(Full title of the Plan)
Sherman I. Goldberg
Executive Vice President, Secretary and General Counsel
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
(Name and address of agent for service)
(312) 732-3551
(Telephone number, including area code, of agent for service)
Copy to:
Laurence Goldman, Esq.
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities to be Registered Amount to be Maximum Maximum
Registered Offering Price Aggregate Amount of
Per Share Offering Price Registration Fee
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BANK ONE CORPORATION $100,000,000 N/A $100,000,000 $26,400
Investment Option Plan Obligations (1)
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</TABLE>
(1) The BANK ONE CORPORATION Investment Option Plan Obligations are unsecured
obligations of BANK ONE CORPORATION to pay deferred compensation in the
future in accordance with the terms of the BANK ONE CORPORATION Investment
Option Plan.
<PAGE>
General Instruction E. The contents of Registrant's previously filed
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Registration Statement on Form S-8 relating to the BANK ONE CORPORATION
Investment Option Plan (the "Plan") (No. 333-63837) is incorporated herein by
reference.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents heretofore filed by Registrant (File No. 333-60313)
with the Commission are incorporated by reference in the Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(c) Registrant's Current Reports on Form 8-K dated January 19, 1999, April
20, 1999, May 18, 1999, June 15, 1999, July 20, 1999, August 25, 1999,
September 23, 1999, October 19, 1999, November 10, 1999 and December
21, 1999;
(d) The description of Registrant's Common Stock set forth in Registrant's
Current Report on Form 8-K dated October 2, 1998.
All documents filed by Registrant or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into the Registration Statement
and to be a part hereof from the date of filing of such documents. 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 of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which 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 of the Prospectus.
Item 4. Description of Securities.
-------------------------
The BANK ONE CORPORATION Investment Option Plan (the "Plan") provides
eligible employees (each, a "Participant") of Registrant and its participating
subsidiaries ("Employers") with an opportunity to defer a portion of their
compensation and accumulate tax-deferred earnings thereon. Deferred amounts will
be replaced with options to purchase registered mutual funds offered by
Registrant or one of its affiliates.
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The Obligations registered hereunder cannot be alienated, sold,
transferred, assigned, pledged, attached, garnished, or otherwise encumbered.
Benefits under the Plan including payments under the Obligations registered
hereunder will be made in the form of the optioned property, and may be received
at any time after six months have elapsed from the date of grant, and expire
upon the earliest of: (i) a predetermined period following a Participant's
termination of employment, such periods varying from 60 days to ten years (as
described in the plan) based on the reason for the Participant's termination of
employment; and (ii) twenty years from the date the option was granted. Income
taxes on deferred amounts, including earnings thereon, will not be required to
be paid until such benefits are paid to the Participant or his or her
beneficiary.
Participants are unsecured general creditors of the Employers with respect
to their Plan benefits, including payments under the Obligations registered
hereunder. Benefits are payable from the Employers' general assets, and are
subject to the risk of corporate insolvency.
The Obligations are not subject to redemption, in whole or in part, prior
to the termination of employment, retirement or death of the Participant except
for hardship withdrawal as provided in the Plan. The Obligations are not
convertible into another security of the Registrant. The Obligations will not
have the benefit of a negative pledge or any other affirmative or negative
covenant to take action with respect to the Obligations.
The Registrant reserves the right to amend or terminate the Plan, provided
that such amendment or termination does not result in any reduction of a
Participant's account balance as of the date of such amendment or termination,
as adjusted for earnings or losses. The Registrant may appoint an outside vendor
to provide record-keeping services.
The Registrant has the right to interpret the Plan and determine all other
matters that might arise under the terms and conditions of the Plan. Its
decisions are final and binding an all Participants.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the securities offered hereby has been passed upon for the
Registrant by Sherman I. Goldberg. Mr. Goldberg is Executive Vice President,
General Counsel and Secretary of the Registrant and is also a stockholder of the
Registrant and a holder of options to purchase shares of the Registrant. At
November 30, 1999, Mr. Goldberg was the record and beneficial owner of
approximately 396,008 shares of Registrant's Common Stock and held options to
purchase 245,817 shares of Registrant's Common Stock.
The Registrant's consolidated financial statements included in the Form 10-
K for the year ended December 31, 1998, incorporated herein by reference have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said report.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware contains detailed provisions on
indemnification of directors and officers of a Delaware corporation against
expenses, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with certain litigation.
The Registrant's Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers. The provision provides
that any person shall to the fullest extent permitted by the General Corporation
Law of the State of Delaware be indemnified and reimbursed by the Registrant for
expenses and liabilities imposed upon the person in connection with any action,
suit or proceeding, civil or criminal, or threat thereof, in which the person
may be involved by reason of the person being or having been a director,
officer, employee or agent of the Registrant, or of any corporation or
organization which the person served in any capacity at the request of the
Registrant. The Certificate, as permitted by the General Corporation Law of the
State of Delaware, also provides that a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from which
the director derived any improper personal benefit.
The Registrant's directors and officers are covered by an insurance policy
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which they might incur in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
-----------------------------------
This item is inapplicable.
Item 8. Exhibits.
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This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
------ -----------------------
5 Opinion of Counsel to Registrant as to legality of securities
being issued.
23(a) Consent of Arthur Andersen LLP.
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<PAGE>
23(b) Consent of Counsel to Registrant (included in Exhibit 5
hereof).
24 Powers of Attorney.
Item 9. Undertakings.
-------------
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) if, in the aggregate, the changes in volume
and price represent no more than a 20% 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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of 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.
-5-
<PAGE>
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by 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, 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.
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<PAGE>
SIGNATURES
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 this Registration Statement 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 the 28th day of December, 1999.
BANK ONE CORPORATION
By: /s/ M. EILEEN KENNEDY
---------------------------
M. Eileen Kennedy
Treasurer
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 December 28, 1999.
Signature Title
--------- -----
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William P. Boardman Director
/s/ JOHN H. BRYAN*
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John H. Bryan Director
/s/ SIEGFRIED BUSCHMANN*
- --------------------------
Siegfried Buschmann Director
/s/ JAMES S. CROWN*
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James S. Crown Director
/s/ BENNETT DORRANCE*
- --------------------------
Bennett Dorrance Director
/s/ MAUREEN A. FAY, O.P.*
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Maureen A. Fay, O.P. Director
/s/ JOHN R. HALL*
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John R. Hall Director
/s/ VERNE G. ISTOCK*
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Verne G. Istock Director and Principal Executive Officer
/s/ LABAN P. JACKSON, JR.*
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Laban P. Jackson, Jr. Director
/s/ JOHN W. KESSLER*
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John W. Kessler Director
/s/ RICHARD J. LEHMANN*
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Richard J. Lehmann Director
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<PAGE>
/s/ RICHARD A. MANOOGIAN*
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Richard A. Manoogian Director
/s/ WILLIAM T. MCCORMICK, JR.*
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William T. McCormick, Jr. Director
/s/ THOMAS E. REILLY, JR.*
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Thomas E. Reilly, Jr. Director
/s/ JOHN W. ROGERS, JR.*
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John W. Rogers, Jr. Director
/s/ THEKLA R. SHACKELFORD*
- --------------------------
Thekla R. Shackelford Director
/s/ ALEX SHUMATE*
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Alex Shumate Director
/s/ FREDERICK P. STRATTON, JR.*
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Frederick P. Stratton, Jr. Director
/s/ JOHN C. TOLLESON*
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John C. Tolleson Director
/s/ ROBERT D. WALTER*
- --------------------------
Robert D. Walter Director
/s/ WILLIAM J. ROBERTS*
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William J. Roberts Principal Accounting Officer
/s/ ROBERT A. ROSHOLT*
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Robert A. Rosholt Principal Financial Officer
- --------------------------
*The undersigned, by signing her name hereto, does hereby sign this Registration
Statement on behalf of each of the above-indicated directors and officers of the
Registrant pursuant to a power of attorney signed by such directors and
officers.
/s/ M. EILEEN KENNEDY
----------------------------------------
M. Eileen Kennedy
Attorney-in-Fact
-8-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------ -----------------------
5 Opinion of Counsel to Registrant as to legality of securities
being issued.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel to Registrant (included in Exhibit 5 hereof).
24 Power of Attorney.
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To BANK ONE CORPORATION:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated January
14, 1999, on the consolidated financial statements of BANK ONE CORPORATION
included in the Form 10-K of BANK ONE CORPORATION as of December 31, 1998 and
1997 and for the three years ended December 31, 1998 and to the reference to our
Firm under the caption "Interests of Named Experts and Counsel" included in this
Form S-8 Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
December 27, 1999
<PAGE>
[Letterhead of Sherman I. Goldberg]
Exhibits 5 and 23(b)
December 30, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BANK ONE CORPORATION
Form S-8 Registration Statement
-------------------------------
Ladies and Gentlemen:
Reference is made to the Registration Statement of BANK ONE CORPORATION (the
"Company") on Form S-8 (the "Registration Statement") relating to the Company's
Investment Option Plan (the "Plan"), concurrently being filed with the
Securities and Exchange Commission pursuant to which Investment Option Plan
Obligations (the "Plan Obligations") will be offered under the Plan.
I, or members of my staff subject to my supervision, have examined originals
or copies, certified or otherwise identified to my satisfaction, of such
corporate records, certificates of public officials, and other documents as I
have deemed necessary or relevant as a basis for my opinion set forth herein.
On the basis of the foregoing, it is my opinion that the Plan Obligations
when issued and delivered as contemplated by the Registration Statement and the
Plan, will be duly authorized and will constitute valid and binding obligations
of the Company, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, including the applicable Prospectus constituting a part
thereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ Sherman I. Goldberg
Sherman I. Goldberg
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Verne G. Istock, John B. McCoy, Sherman I. Goldberg,
Robert A. Rosholt and M. Eileen Kennedy, jointly and severally, his attorney-in-
fact, each with power of substitution, for him in any and all capacities to sign
a Registration Statement on Form S-8 relating to Investment Option Plan
Obligations of BANK ONE CORPORATION (the "Corporation") to be issued in
connection with the Corporation's Investment Option Plan pursuant to resolutions
adopted by the Board of Directors of the Corporation as of October 19, 1999, and
any amendments thereto, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title
--------- -----
/s/ JOHN H. BRYAN Director
- -----------------
John H. Bryan
/s/ SIEGFRIED BUSCHMANN Director
- -----------------------
Siegfried Buschmann
/s/ JAMES S. CROWN Director
- ------------------
James S. Crown
/s/ BENNETT DORRANCE Director
- --------------------
Bennett Dorrance
/s/ DR. MAUREEN A. FAY, O.P. Director
- ----------------------------
Dr. Maureen A. Fay, O.P.
/s/ JOHN R. HALL Director
- ----------------
John R. Hall
/s/ VERNE G. ISTOCK Director
- -------------------
Verne G. Istock
/s/ LABAN P. JACKSON, JR. Director
- -------------------------
Laban P. Jackson, Jr.
/s/ JOHN W. KESSLER Director
- -------------------
John W. Kessler
/s/ RICHARD J. LEHMANN Director
- ----------------------
Richard J. Lehmann
<PAGE>
/s/ RICHARD A. MANOOGIAN Director
- ------------------------
Richard A. Manoogian
/s/ WILLIAM T. MCCORMICK Director
- ------------------------
William T. McCormick
/s/ JOHN B. MCCOY Director and Principal Executive Officer
- -----------------
John B. McCoy
/s/ THOMAS E. REILLY, JR. Director
- -------------------------
Thomas E. Reilly, Jr.
/s/ JOHN W. ROGERS, JR. Director
- -----------------------
John W. Rogers, Jr.
/s/ THEKLA R. SHACKELFORD Director
- -------------------------
Thekla R. Shackelford
/s/ ALEX SHUMATE Director
- ----------------
Alex Shumate
/s/ FREDERICK P. STRATTON, JR. Director
- ------------------------------
Frederick P. Stratton, Jr.
/s/ JOHN C. TOLLESON Director
- --------------------
John C. Tolleson
/s/ DAVID J. VITALE Director
- -------------------
David J. Vitale
/s/ ROBERT D. WALTER Director
- --------------------
Robert D. Walter
/s/ WILLIAM J. ROBERTS Principal Accounting Officer
- ----------------------
William J. Roberts
/s/ ROBERT A. ROSHOLT Principal Financial Officer
- ---------------------
Robert A. Rosholt
Dated: October 19, 1999
