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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.)
One South Main, Suite 1380
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)
Dale M. Gibbons
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84133
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(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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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE REGISTRATION FEE
- ---------------------- ------------ ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $39.03125 $39,031,250 $11,827.65
No Par Value
</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 September 17, 1997.
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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<S> <C>
Total of Sequentially Numbered Pages: 11 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.
33-58845.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Zions Bancorporation (the "Company") and the Zions Bancorporation
Employee Stock Savings Plan (the "Plan") hereby incorporate by reference the
following documents and reports:
(a) The Company's Annual Report to shareholders on Form 10-K for
the year ended December 31, 1996, SEC File No. 0-2610, and the Plan's
Annual Report on Form 11-K for the year ended December 31, 1996, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934;
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of the Company's common stock (which is
registered under Section 12 of the Securities Exchange Act of 1934)
which is contained in the Company's Registration Statement on Form 10
filed under such Act, and any amendment or report filed for the purpose
of updating such description.
All the reports and other documents filed with the Securities and
Exchange Commission by the Company and the Plan subsequent to the date of this
registration statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then 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 reports and 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, Gateway Tower East Suite 900, 10 East
South Temple, 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. Louis H. Callister, Jr. and his
wife collectively own 253,300 shares of Zions Bancorporation common stock. Mr.
Callister owns beneficially 5,600 shares held in a self-directed account in the
Callister Nebeker & McCullough Profit Sharing Retirement Plan. Mark L.
Callister, a shareholder and director of Callister Nebeker & McCullough, owns
16,136 shares. The Edward G. Callister Foundation holds 23,740 shares. Louis H.
Callister, Jr., his wife and children, and other individuals serve as Trustees
of the Edward G. Callister Foundation.
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
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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 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
Savings Plan, amended effective January 1, 1989, and Reference
adopted September 28, 1992
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
- -------------------- ------- ---------------
<S> <C> <C>
4(b) Amendment to the Zions Bancorporation Employee Stock Incorporated by
Savings Plan dated December 16, 1994, and adopted Reference
December 16, 1994
5 Opinion Regarding Legality by Callister Nebeker & 9
McCullough
23(a) Consent of KPMG Peat Marwick LLP 10
23(b) Consent of Callister Nebeker & McCullough 11
</TABLE>
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, Form S-8 or Form F-3, 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 bona fide
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 bona fide 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
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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.
(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 19th day of
September, 1997.
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 Dale M. Gibbons, 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 19th day of September, 1997.
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/s/ Harris H. Simmons /s/ Dale M. Gibbons
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Harris H. Simmons, President, Chief Dale M. Gibbons, Secretary, Senior Vice
Executive Officer, and Director President, and Chief Financial Officer
/s/ Roy W. Simmons /s/ Walter E. Kelly
- ------------------------------------- ---------------------------------------
Roy W. Simmons, Chairman and Director Walter E. Kelly, Controller
/s/ Jerry C. Atkin /s/ Robert G. Sarver
- ------------------------------------- ---------------------------------------
Jerry C. Atkin, Director Robert G. Sarver, Director
/s/ Grant R. Caldwell /s/ L.E. Simmons
- ------------------------------------- ---------------------------------------
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/ Richard H. Madsen
- ------------------------------------- ---------------------------------------
Richard H. Madsen, Director Dale W. Westergard, Director
/s/ Roger B. Porter
- -------------------------------------
Roger B. Porter, Director
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative 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 19th day of September, 1997.
ZIONS BANCORPORATION EMPLOYEE
STOCK SAVINGS PLAN
By: /s/ Clark B. Hinckley
-------------------------------------
Clark B. Hinckley, Chairman of the
Administrative Committee
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EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION EMPLOYEE STOCK SAVINGS PLAN
FORM S-8
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<CAPTION>
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
Savings Plan, amended effective January 1, 1989, and Reference from Exhibit 4
adopted September 28, 1992 from 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 Incorporated by
Savings Plan dated December 16, 1994, and adopted Reference from Exhibit
December 16, 1994 4(b) from Registrant's
Registration Statement
on Form S-8 (file no. 33-
55845) filed April 27,
1995
5 Opinion Regarding Legality by Callister Nebeker & 9
McCullough
23(a) Consent of KPMG Peat Marwick LLP 10
23(b) Consent of Callister Nebeker & McCullough 11
</TABLE>
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Exhibit 5
Opinion Regarding Legality by Callister Nebeker & McCullough
September 19, 1997
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 1,000,000 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 23(a)
Consent of Independent Public Accountants
The Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 16, 1997, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1996 and 1995 and for each of the years in the three-year period ended December
31, 1996 and our report dated March 7, 1997, with respect to the financial
statements of Zions Bancorporation Employee Stock Savings Plan as of December
31, 1996 and 1995 and for each of the years in the three-year period ended
December 31, 1996 incorporated herein by reference.
KPMG Peat Marwick LLP
September 19, 1997
Salt Lake City, Utah
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Exhibit 23(b)
Consent of Callister Nebeker & McCullough
September 19, 1997
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 1,000,000 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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