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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0227400
(State of Incorporation) (I.R.S. Employer I.D. No.)
1380 Kennecott Building
Salt Lake City, Utah 84133
(801) 524-4787
(Address and telephone number of registrant's
principal executive offices)
ZIONS BANCORPORATION EMPLOYEE STOCK SAVINGS PLAN
(Full title of plan)
Gary L. Anderson
Zions Bancorporation
1380 Kennecott Building
Salt Lake City, Utah 84133
(Name and address of agent for service)
(801) 524-4787
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate offering registration
registered per share price fee
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<S> <C> <C> <C> <C>
Common Stock, 200,000 $42.3125 $8,462,500 $2,918.10
No Par Value
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low
prices per share for the common stock of the registrant on April 24, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
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Total of Sequentially Numbered Pages: 14 Exhibit Index on Sequentially Numbered Page 8
</TABLE>
Pursuant to Rule 429, the Prospectus included herein also relates to a
registration statement filed by the same Registrant on Form S-8,
SEC File No. 33-52878.
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report to shareholders for the year ended December 31, 1994 of Zions
Bancorporation (the "Company") is hereby incorporated by reference.
The Annual Report on Form 11-K for the Zions Bancorporation Employee Stock
Savings Plan (the "Plan") for the year ended December 31, 1994 is hereby
incorporated by reference.
All documents filed by the Company and the Plan pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since December 31,
1994 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
The securities offered pursuant to this registration statement are registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Callister Nebeker & McCullough, Suite 800-Kennecott Building, Salt
Lake City, Utah 84133, counsel to the Company, will render an opinion that the
shares of common stock being offered hereby, when issued in accordance with the
Plan, will be, to the extent representing previously unissued shares, fully
paid and non-assessable under the Utah Revised Business Corporation Act.
Louis H. Callister, Jr. is a shareholder and Chairman of the
Board of Directors of Callister Nebeker & McCullough. Roy W. Simmons, David E.
Simmons, Harris H. Simmons, I.J. Wagner and Louis H. Callister, Jr., serve as
voting trustees of a voting trust which owned at February 27, 1995, a total of
1,135,226 shares, or approximately 7.80%, of the Company's outstanding common
stock. Louis H. Callister, Jr., his wife and those children living with him
own 85,450 shares which are all held in the voting trust. In addition, Mr.
Callister owns beneficially 1,400 shares held in a self directed account in the
Callister Nebeker & McCullough Profit Sharing Retirement Plan, which are not
held in the voting trust. Mark L. Callister owns 3,674 shares which are held
in the voting trust.
The voting trust will expire on December 31, 1996, unless sooner
terminated by a vote of two-thirds of the shares deposited under the voting
trust. The voting trustees, three of the five of whom are directors of Zions
Bancorporation and/or its subsidiaries, have exclusive voting rights with
respect to the shares and have the further right to sell any or all of the
shares after consultation with the beneficial owners as to their desires to
such sale and the price thereof. The beneficial owners may transfer their
voting trust certificates but are prohibited from selling any of the underlying
shares held by the voting trustees.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Part 9 of the Utah Revised Business Corporation Act (the "Corporation
Act") contains provisions entitling directors and officers of the Company to
indemnification under certain conditions from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result
of an action or proceeding in which they may be involved by reason of being or
having been a director or officer of the Company. Indemnification under the
Corporation Act is generally permissible if the conduct of the director or
officer was in good faith and the director or officer reasonably believed that
his conduct was in, or not opposed to, the Company's best interests, and, in a
criminal case, that the director or officer had no reasonable cause to believe
his conduct was unlawful. Such indemnification would not be permitted under
the Corporation Act in connection with a proceeding by or in the right of the
Company in which the director or officer was adjudged liable
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to the Company, or in connection with any other proceeding in which the officer
or director was adjudged liable on the basis that he derived an improper
personal benefit.
Mandatory indemnification is required under the Corporation Act for a
director or officer who is successful, on the merits or otherwise, in the
defense of any proceeding, or any claim, issue or matter in a proceeding, to
which he was a party because he is or was an officer or director of the
Company. A court may order indemnification where mandatory under the
Corporation Act or if the court determines that the officer or director is
fairly and reasonably entitled to indemnification in view of all relevant
circumstances and regardless of whether the officer or director met the
applicable standard of conduct or was adjudged liable to the Company or
adjudged liable on the basis that he derived an improper personal benefit.
Payment of expenses for officers and directors is permitted in advance
of a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the officer or director of his good faith
belief that he has met the applicable standard of conduct, the furnishing of a
written agreement to repay the advance if the officer or director is ultimately
determined not to have met the applicable standard of conduct, and a
determination is made that the facts then known to the persons making the
determination would not preclude indemnification under the Corporation Act.
This determination is to be made either by the Board of Directors, a committee
of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.
The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing arrangements, the Company has
been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
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EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4(a) Amended and Restated Zions Bancorporation Employee Stock Incorporated by Reference
Savings Plan, amended effective January 1, 1989, and
adopted September 28, 1992
4(b) Amendment to the Zions Bancorporation Employee Stock 9
Savings Plan dated December 16, 1994, and
adopted December 16, 1994
5 Opinion Regarding Legality by Callister Nebeker 12
& McCullough
24(a) Consent of KPMG Peat Marwick LLP 13
24(b) Consent of Callister Nebeker & McCullough 14
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</TABLE>
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ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) (a) 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;
(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)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or 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.
(b) 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
benefit offering thereof.
(c) To remove from registration by means of a most effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 benefit offering thereof.
(3) 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 the 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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(4) The Registrant 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.
[This Space Intentionally Left Blank]
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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 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 Salt Lake, State of Utah, on the 25th day of
April, 1995. ----
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ZIONS BANCORPORATION
By /s/ Harris H. Simmons
---------------------------------
Harris H. Simmons, President
and Chief Executive Officer
Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Gary L. Anderson, and each of them, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution for him in his name, place, and stead, in any and all capacities
to sign any and all pre-effective amendments to this Registration Statement and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the 25th day of April, 1995.
---- -----
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<S> <C>
/s/ Roy W. Simmons /s/ Gary L. Anderson
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Roy W. Simmons, Chairman and Director Gary L. Anderson, Secretary, Senior Vice
President, and Chief Financial Officer
/s/ Harris H. Simmons /s/ Walter E. Kelly
- ------------------------------------- ----------------------------------------
Harris H. Simmons, President, Chief Walter E. Kelly, Controller
Executive Officer, and Director
- ------------------------------------- ----------------------------------------
Jerry C. Atkin, Director Robert G. Sarver, Director
/s/ Grant R. Caldwell
- ------------------------------------- ----------------------------------------
Grant R. Caldwell, Director L.E. Simmons, Director
/s/ R.D. Cash /s/ I.J. Wagner
- ------------------------------------- ----------------------------------------
R.D. Cash, Director I.J. Wagner, Director
/s/ Dale W. Westergard
- ------------------------------------- ----------------------------------------
Richard H. Madsen, Director Dale W. Westergard, Director
- -------------------------------------
Robert B. Porter, Director
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Advisory Committee (those persons who administer the Zions Bancorporation
Employee Stock Savings Plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Salt Lake, State of Utah, on the 25th day of April, 1995.
---- -----
ZIONS BANCORPORATION EMPLOYEE STOCK
SAVINGS PLAN
By: /s/ Harris H. Simmons
------------------------------------
Harris H. Simmons, Chairman of the
Advisory Committee
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EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION EMPLOYEE STOCK SAVINGS PLAN
FORM S-8
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EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4(a) Amended and Restated Zions Bancorporation Employee Stock Incorporated by Reference
Savings Plan, amended effective January 1, 1989, from Exhibit 4 from
and adopted September 28, 1992 Registrant's Registration
Statement on Form S-8
(file no. 33-52878) filed
October 2, 1992
4(b) Amendment to the Zions Bancorporation Employee Stock 9
Savings Plan dated December 16, 1994, and adopted December 16, 1994
5 Opinion Regarding Legality by Callister Nebeker 12
& McCullough
24(a) Consent of KPMG Peat Marwick LLP 13
24(b) Consent of Callister Nebeker & McCullough 14
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EXHIBIT 4(b)
AMENDMENT TO THE
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
This Amendment to the Zions Bancorporation Employee Stock Savings Plan
(the "Plan") is made and entered into this 16th day of December, 1994, by Zions
Bancorporation as the "Employer" and Plan Administrator of the Plan.
W I T N E S S E T H:
WHEREAS, the Employer has heretofore created the Plan (which Plan has
been amended and restated in its entirety effective for Plan Years commencing
on or after January 1, 1989), and
WHEREAS, the Employer has reserved the right to amend the Plan in
whole or in part, and
WHEREAS, the Employer now desires to amend the Plan in order to comply
with the requirements of the Unemployment Compensation Act of 1992 and the
Omnibus Budget Reconciliation Act of 1993;
NOW THEREFORE, in consideration of the foregoing premises and mutual
covenants herein contained, the Employer hereby amends the Plan.
1. Each Plan Section and Plan Article identified hereafter is amended as
indicated.
SECTION 2.07 IS AMENDED BY ADDING THE FOLLOWING AT THE END THEREOF:
For Plan Years beginning after December 31, 1993, the Plan shall substitute the
amount "one hundred fifty thousand dollars ($150,000)" for the amount "two
hundred thousand dollars ($200,000)" wherever it appears in this Section. The
one hundred fifty thousand dollar amount shall be adjusted each Plan Year as
provided in Code Section 401(a)(17)(B).
SECTION 7.01(b)(4) IS AMENDED BY ADDING THE FOLLOWING AT THE END THEREOF:
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For Plan Years beginning after December 31, 1993, the Plan shall
substitute the amount "one hundred fifty thousand dollars ($150,000)"
for the amount "two hundred thousand dollars ($200,000)" wherever it
appears in this sub-section. The one hundred fifty thousand dollar
amount shall be adjusted each Plan Year as provided in Code Section
401(a)(17)(B).
ARTICLE XI IS AMENDED BY ADDING A NEW SECTION 11.03 AT THE END THEREOF TO READ
AS FOLLOWS:
11.03 ELIGIBLE ROLLOVER DISTRIBUTIONS: Notwithstanding any provision
of this Plan to the contrary with respect to distributions made on or after
January 1, 1993, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover. For purposes of this Section 11.03 the
following definitions shall apply:
(a) "Eligible Rollover Distribution" shall mean any distribution
of all or any portion of the balance to the credit in the
Account of the Distributee, except that an Eligible Rollover
Distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten years
or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9), and the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(b) "Eligible Retirement Plan" shall mean an individual retirement
account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), or a qualified
trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution. However, in the
case of an
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Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual
retirement annuity.
(c) "Distributee" shall mean an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former
spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are
Distributees with regard to the interest of the spouse or
former spouse.
(d) "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
2. Unless specifically provided otherwise herein, this Amendment
shall be effective December 31, 1994, and for all Plan Years commencing on or
after that date and shall apply to all employees who terminate employment on or
after that date.
3. In all other respects the Plan is ratified and approved.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Plan
to be duly executed as of the date and year first above written.
"EMPLOYER"
ZIONS BANCORPORATION
By: /S/ Gary L. Anderson
----------------------------------
Its: Senior Vice President
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EXHIBIT 5
Opinion Regarding Legality by Callister Nebeker & McCullough
April 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock
Issuable under Zions Bancorporation Employee Stock Savings Plan
Gentlemen:
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company") in providing this opinion with respect to the
issuance of up to 200,000 shares of the Company's common stock without par
value (the "Shares") pursuant to the Zions Bancorporation Employee Stock
Savings Plan (the "Plan").
In connection with this representation, we have examined the original,
or copies identified to our satisfaction, of such minutes, agreements,
corporate records and filings and other documents necessary to our opinion
contained in this letter. We have also relied as to certain matters of fact
upon representations made to us by officers and agents of the Company. Based
upon and in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah.
2. The Shares will be, when issued in accordance with the Plan, to the
extent representing previously unissued shares, duly and validly
issued and fully paid and nonassessable under the Utah Revised
Business Corporation Act; and the shareholders of Zions Bancorporation
have no pre-emptive rights to acquire additional shares in respect of
the Shares.
Sincerely yours,
CALLISTER NEBEKER & McCULLOUGH
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EXHIBIT 24(a)
Consent of Independent Public Accountants
The Board of Directors
Zions Bancorporation:
We consent to the use of our reports dated January 24, 1995 and March 28, 1995,
with respect to the consolidated financial statements and financial statement
schedule, respectively, of Zions Bancorporation as of December 31, 1994 and 1993
and for each of the years in the three-year period ended December 31, 1994 and
our report dated March 15, 1995, with respect to the financial statements of
Zions Bancorporation Employee Stock Savings Plan as of December 31, 1994 and
1993 and for the years then ended incorporated herein by reference, and to the
reference to our firm under the heading "Experts" in the prospectus. Our
reports covering the December 31, 1994 and 1993 Zions Bancorporation
consolidated financial statements and financial statement schedule refer to
changes in accounting principles relating to the adoption of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
106, Employers' Accounting for Postretirement Benefits Other Than Pensions, No.
109, Accounting for Income Taxes, and No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Salt Lake City, Utah
April 26, 1995
13
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EXHIBIT 24(b)
Consent of Callister Nebeker & McCullough
April 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock Issuable
under Zions Bancorporation Employee Stock Savings Plan
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in providing an opinion (the "Opinion") with
respect to the issuance of up to 200,000 shares of the Company's common stock
without par value (the "Shares") for sale pursuant to the Zions Bancorporation
Employee Stock Savings Plan.
We hereby consent to the use of our name in the Prospectus forming a
part of the Registration Statement to which this letter is attached as an
Exhibit, and therein being disclosed as counsel to the Company in rendering the
Opinion in this matter.
Sincerely yours,
CALLISTER NEBEKER & McCULLOUGH
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