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As filed with the Securities and Exchange Commission on April 19, 2000
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------
FIRSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1940778
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address, including zip code, of registrant's principal executive offices)
FIRSTAR CORPORATION
1999 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of plan)
----------------
Jennie P. Carlson, Esq.
Executive Vice President,
General Counsel and Secretary
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-5717
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 9,000,000 $24.50 $220,500,000 $58,212
par value $.01 shares
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</TABLE>
(1)Includes preferred stock purchase rights. Prior to the occurrence of certain
events, the preferred stock purchase rights will not be evidenced separately
from the Common Stock.
(2)Calculated pursuant to Rule 457(h)(1) based upon the average of the high and
low sale prices on April 14, 2000 as reported on the New York Stock Exchange.
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INTRODUCTORY STATEMENT
Firstar Corporation (the "Registrant") is filing this
Registration Statement on Form S-8 to register shares of its common stock, $.01
par value ("Firstar Common Stock"), issuable in connection with the Registrant's
1999 Employee Stock Incentive Plan ("Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below filed by the Registrant pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into and made a part of this registration statement. In addition, all
documents subsequently filed by the Registrant 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 have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
January 1, 2000;
(c) The description of the Registrant's Common Stock
contained in its report on Form 8-K dated November
20, 1998, including any amendment or report filed for
the purpose of updating such description; and
(d) The description of the Registrant's Preferred Stock
Purchase Rights included in its Registration
Statement on Form 8-K/A dated November 20, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Firstar Common Stock offered hereby has
been passed upon for the Registrant by Emily Canedo, Esq., Corporate Attorney of
the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the provisions of Sections 180.0850 through
180.0859, inclusive, of the Wisconsin Business Corporation Law, directors and
officers are entitled to mandatory indemnification from the Registrant against
certain liabilities and expenses (i) to the extent such officers or directors
are successful in the defense of a proceeding; and (ii) in proceedings in which
the director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to the Registrant and such breach or failure constituted: (a) a willful
failure to deal fairly with the Registrant or its shareholders in
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connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a transaction
from which the director or officer derived an improper personal profit; or (d)
willful misconduct. Additionally, under Section 180.0828 of the Wisconsin
Business Corporation Law, directors of the Registrant are not subject to
personal liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined above.
The Registrant's By-Laws contain similar indemnification
provisions as to its directors and officers.
Expenses for the defense of any action for which
indemnification may be available may be advanced by the Registrant under certain
circumstances.
The Registrant intends to maintain a liability insurance
policy for officers and directors.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Registrant undertakes that it 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.
The undersigned Registrant hereby undertakes:
*(a) (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.
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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;
(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 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.
*(b) 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 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.
*(h) 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.
* Paragraph references correspond to those of Item 512 of Regulation S-K.
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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 Milwaukee, State of Wisconsin as of
the 18th day of April, 2000.
FIRSTAR CORPORATION
/s/ Jerry A. Grundhofer
-------------------------------------
Jerry A. Grundhofer
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 as of the 18th day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Thomas H. Jacobsen
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Thomas H. Jacobsen Chairman of the Board
/s/ Jerry A. Grundhofer
- ------------------------------- Director, President and Chief Executive Officer
Jerry A. Grundhofer (principal executive officer)
/s/ David M. Moffett
- ------------------------------- Executive Vice President and Chief Financial Officer
David M. Moffett (principal financial officer)
/s/ James D. Hogan
- ------------------------------- Executive Vice President and Corporate Controller (principal
James D. Hogan accounting officer)
/s/ Victoria Buyniski Gluckman*
- -------------------------------
Victoria Buyniski Gluckman Director
/s/ John C. Dannemiller*
- -------------------------------
John C. Dannemiller Director
/s/ David B. Gavin*
- -------------------------------
David B. Gavin Director
/s/ J. P. Hayden, Jr.*
- -------------------------------
J. P. Hayden, Jr. Director
/s/ Joe F. Hladky*
- -------------------------------
Joe F. Hladky Director
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
/s/ Roger L. Howe*
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Roger L. Howe Director
/s/ Thomas H. Jacobsen*
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Thomas H. Jacobsen Director
/s/ Sheldon B. Lubar*
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Sheldon B. Lubar Director
/s/ Frank Lyon, Jr.*
- -------------------------------
Frank Lyon, Jr. Director
/s/ Daniel F. McKeithan, Jr.*
- -------------------------------
Daniel F. McKeithan, Jr. Director
/s/ David B. O'Maley*
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David B. O'Maley Director
/s/ O'dell M. Owens, M.D.*
- -------------------------------
O'dell M. Owens, M.D. Director
/s/ Thomas E. Petry*
- -------------------------------
Thomas E. Petry Director
/s/ Craig D. Schnuck*
- -------------------------------
Craig D. Schnuck Director
/s/ Patrick T. Stokes*
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Patrick T. Stokes Director
/s/ John J. Stollenwerk*
- -------------------------------
John J. Stollenwerk Director
/s/ William Wadsworth Wirtz*
- -------------------------------
William Wadsworth Wirtz Director
*Pursuant to Power of Attorney
/s/ Jennie P. Carlson
Jennie P. Carlson, Attorney-in-Fact
</TABLE>
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Exhibits 5 and 23.2
Emily Canedo
Corporate Attorney
Firstar Corporation
Law Department, JS-3S
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
April 10, 2000
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Firstar Corporation 1999 Employee Stock Incentive Plan
Dear Sir or Madam:
I have acted as counsel to Firstar Corporation, a Wisconsin
corporation ("Firstar"), in connection with the registration of 9,000,000 shares
of Firstar's Common Stock, $.01 par value (the "Shares"), which may be issued
pursuant to the Firstar 1999 Employee Stock Incentive Plan (the "Plan").
I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary for purposes of this
opinion and, based upon such review, I am of the opinion that the Shares have
been duly and validly authorized and, when issued or sold in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by Firstar to effect registration
under the Securities Act of 1933 of the Shares.
Very truly yours,
/s/ Emily Canedo
Corporate Attorney
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Exhibit 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
-------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and related prospectus pertaining to the 1999 Employee
Stock Incentive Plan of Firstar Corporation (the "Company") of our report dated
January 14, 2000 relating to the consolidated financial statements, which
appears in the Company's 1999 Annual Report to Shareholders, which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 18, 2000
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Firstar Corporation (the
"Corporation"), hereby appoint Jennie P. Carlson with full power of
substitution, our true and lawful attorney and agent, to do any and all acts and
things in our names and on our behalf as directors of the Corporation which said
attorney and agent may deem necessary or advisable to enable the Corporation to
comply with the Securities Act of 1933, as amended, and the rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 relating to the registration
of shares of the Corporation's common stock issuable under the Corporation's
1999 Employee Stock Incentive Plan. The acts which said attorney and agent may
do for us shall include, without limitation, signing for us, or any of us, in
our names as directors of the Corporation, such Registration Statement and any
and all amendments thereto. We hereby ratify and confirm all that said attorney
and agent shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
rules and regulations thereunder, this Power of Attorney has been signed below
by the following persons in the capacities indicated as of the 14th day of
March, 2000.
Signature Title
- --------- -----
/s/ Victoria Buyniski Gluckman Director
- ------------------------------
Victoria Buyniski Gluckman
/s/ John C. Dannemiller Director
- ------------------------------
John C. Dannemiller
/s/ David B. Gavin Director
- ------------------------------
David B. Gavin
/s/ Jerry A. Grundhofer Director
- ------------------------------
Jerry A. Grundhofer
/s/ J.P. Hayden, Jr. Director
- ------------------------------
J.P. Hayden, Jr.
/s/ Joe F. Hladky Director
- ------------------------------
Joe F. Hladky
/s/ Roger L. Howe Director
- ------------------------------
Roger L. Howe
/s/ Thomas H. Jacobsen Director
- ------------------------------
Thomas H. Jacobsen
/s/ Sheldon B. Lubar Director
- ------------------------------
Sheldon B. Lubar
/s/ Frank Lyon, Jr. Director
- ------------------------------
Frank Lyon, Jr.
<PAGE> 2
/s/ Daniel F. McKeithan, Jr. Director
- ------------------------------
Daniel F. McKeithan, Jr.
/s/ David B. O'Maley Director
- ------------------------------
David B. O'Maley
/s/ O'dell M. Owens, M.D. Director
- ------------------------------
O'dell M. Owens, M.D.
/s/ Thomas E. Petry Director
- ------------------------------
Thomas E. Petry
/s/ Craig D. Schnuck Director
- ------------------------------
Craig D. Schnuck
/s/ Patrick T. Stokes Director
- ------------------------------
Patrick T. Stokes
/s/ John J. Stollenwerk Director
- ------------------------------
John J. Stollenwerk
/s/ William Wadsworth Wirtz Director
- ------------------------------
William Wadsworth Wirtz
