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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)
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Utah 87-0227400
- ------------------------ --------------------------
(State of Incorporation) (I.R.S. Employer I.D. No.)
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1380 Kennecott Building
Salt Lake City, Utah 84133
(801) 524-4787
(Address and telephone number of registrant's
principal executive offices)
ZIONS BANCORPORATION 1994 NON-QUALIFIED STOCK OPTIONS
(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)
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price registration fee
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<S> <C> <C> <C> <C>
Common Stock, 135,900 $10.00 $1,359,000 $468.62
No Par Value
- -----------------------------------------------------------------------------------------------------------------
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(1) Calculated pursuant to Rule 457(h). Represents the maximum
exercise price of any of the subject options.
Page 1 of 10 Pages
Exhibit Index is at Page 7
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report to shareholders for the year ended December 31, 1993 of Zions
Bancorporation (the "Company") is hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 1993 shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
All documents filed after the date hereof by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post effective amendment indicating that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference in this registration
statement and to be part thereof 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, 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 28, 1995 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
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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 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,
Exhibit Table) Exhibit
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5 Opinion Regarding Legality of Callister Nebeker & McCullough
24(a) Consent of KPMG Peat Marwick L.L.P.
24(b) Consent of Callister Nebeker & McCullough
</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 post 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
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public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(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.
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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 3rd day of
March, 1995.
ZIONS BANCORPORATION
By /S/ Harris H. Simmons
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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 indicated on the 3rd day of March, 1995.
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/S/ Harris H. Simmons /S/ Gary L. Anderson
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Harris H. Simmons, President, Chief Gary L. Anderson, Secretary, Senior Vice
Executive Officer, and Director President, and Chief Financial Officer
/S/ Roy W. Simmons /S/ Walter E. Kelly
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Roy W. Simmons, Chairman and Director Walter E. Kelly, Controller
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Jerry C. Atkin, Director
/S/ Grant R. Caldwell
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Grant R. Caldwell, Director L.E. Simmons, Director
/S/ I.J. Wagner
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R. D. Cash, Director I.J. Wagner, Director
/S/ Dale W. Westergard
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Roger B. Porter, Director Dale W. Westergard, Director
/S/ Richard H. Madsen
- -------------------------------------------------- ---------------------------------------------------
Robert G. Sarver, Director Richard H. Madsen, Director
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EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION EMPLOYEE INCENTIVE STOCK OPTION PLAN
FORM S-8
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Exhibit No.
(Per Regulation S-K, Sequentially
Exhibit Table) Exhibit Numbered Page
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5 Opinion Regarding Legality of Callister Nebeker & McCullough 8
24(a) Consent of KPMG Peat Marwick L.L.P. 9
24(b) Consent of Callister Nebeker & McCullough 10
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Exhibit 5
Opinion Regarding Legality of Callister Nebeker & McCullough
March 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock
Received under 1994 Non-Qualified Stock Options
Gentlemen:
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with its registration of 135,900
shares of its common stock without par value (the "Shares") for resale by
persons who received the Shares under the Zions Bancorporation 1994
Non-Qualified Stock Options.
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;
and has full corporate power and authority to own its properties and
conduct its business as described in the Prospectus/Proxy Statement
referred to above.
2. The Shares when issued pursuant to the 1994 Non-Qualified Stock
Options, shall be duly and validly issued and fully paid and
nonassessable; 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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Consent of Independent Public Accountants
The Board of Directors
Zions Bancorporation:
We consent to the incorporation by reference in Zions Bancorporation's
Registration Statement (Form S-8) pertaining to the Zions Bancorporation 1994
Non-qualified Stock Options, of our report dated January 25, 1994, relating to
the consolidated financial statements of Zions Bancorporation as of December
31, 1993 and 1992 and for each of the years in the three year period then
ended, which report appears in the December 31, 1993 Annual Report on Form 10-K
of Zions Bancorporation. Our report refers to changes in methods of accounting
relating to the adoption of provisions 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
March 3, 1995
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Exhibit 24(b)
Consent of Callister Nebeker & McCullough
March 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock Received
under Key Employee Incentive Stock Option Plan for Resale
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with its registration of 135,900
shares of its common stock without par value (the "Shares") for resale by
persons who received the Shares under the Zions Bancorporation Key Employee
Incentive Stock Option 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 this matter.
Sincerely yours,
CALLISTER NEBEKER & McCULLOUGH
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