As filed with the Securities and Registration No. 333-
Exchange Commission on October 22, 1999
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 84111
---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip code)
Pioneer Bancorporation Non-Qualified Stock Option Plan
(Full title of plan)
Dale M. Gibbons
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
(Name and address of agent for service)
(801) 524-4787
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to offering price per unit aggregate offering price Amount of registration
registered be registered(1) (2) fee
- ------------------------- ------------------------- ------------------------ ------------------------ -------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 277,407 $42.766 $11,863,588 $3,298
========================= ========================= ======================== ======================== =========================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Zions Bancorporation common stock that become
issuable under the Pioneer Bancorporation Non-Qualified Stock Option
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that increases the number of Zions Bancorporation's outstanding shares
of common stock.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933 and computed
pursuant to Rule 457(h)(1) under the Securities Act based on a weighted
average of the exercise prices of options to purchase Zions
Bancorporation common stock issued under each of the stock option
agreements.
The Exhibit Index appears after the signature page of this Registration
Statement.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to each participant as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, Zions Bancorporation is
not filing such documents with the Securities and Exchange Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed by the Zions Bancorporation
with the Commission are incorporated by reference in this registration
statement:
o Zions Bancorporation's Annual Report on Form 10-K for the year
ended December 31, 1998, filed pursuant to the Securities
Exchange Act of 1934;
o The description of Zions Bancorporation common stock which is
contained in Zions Bancorporation's registration statement on
Form 10, and any amendment or report filed to update such
description;
o The description of the Zions Bancorporation Rights Plan
contained in Zions Bancorporation's registration statement on
Form 8-A dated October 10, 1996, and any amendment or report
filed to update such description; and
o All other documents filed by the Zions Bancorporation pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 1998 to the date of this
filing.
All documents subsequently filed by Zions Bancorporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this 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 this Registration Statement
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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Does not apply.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation of Zions Bancorporation provide that no
director of Zions Bancorporation will be personally liable to Zions
Bancorporation or its shareholders for money damages for any breach of fiduciary
duty by such director while acting as a director, except for liability:
(1) for any breach of the director's duty of loyalty to Zions
Bancorporation or its shareholders;
(2) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; or
(3) for any transaction from which the director obtained an
improper personal benefit.
Part 9 of the Utah Revised Business Corporation Act contains provisions
entitling directors and officers of Zions Bancorporation 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 Zions Bancorporation. Indemnification under Utah law 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, Zions Bancorporation'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 Utah law
in connection with a proceeding by or in the right of Zions Bancorporation in
which the director or officer was adjudged liable to Zions Bancorporation, or in
connection with any other proceeding in which the officer or director was
adjudged liable on the basis that he obtained an improper personal benefit.
Mandatory indemnification is required under Utah law 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 Zions Bancorporation. A
court may order indemnification where mandatory under Utah law 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 Zions Bancorporation 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 Utah law. 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.
Zions Bancorporation 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 interests of Zions Bancorporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Zions
Bancorporation pursuant to the foregoing arrangements, Zions Bancorporation 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.
3
<PAGE>
Item 7. Exemption from Registration Claimed
Does not apply.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1* Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2* Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed
November 22, 1993.
4.3* Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6* Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 of
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7* Pioneer Bancorporation Non-Qualified Stock
Option Plan approved by shareholders on
March 18, 1998, and incorporated by
reference to Exhibit 10.1 of Pioneer
Bancorporation's Form 10-12G, filed April
29, 1999, File
No. 000-25899.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
* incorporated by reference.
4
<PAGE>
Item 9. Undertakings
Zions Bancorporation 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 with or furnished to the
Commission by Zions Bancorporation 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 post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) Zions Bancorporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Zions Bancorporation'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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of Zions Bancorporation pursuant to the foregoing provisions,
or otherwise, Zions Bancorporation 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 Zions Bancorporation of
expenses incurred or paid by a director, officer or controlling person
of Zions Bancorporation 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, Zions
Bancorporation 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Zions Bancorporation
(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 22nd day of
October 1999.
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 or her
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 22nd day of October 1999.
/S/ Harris H. Simmons President, Chief Executive October 22, 1999
- ------------------------- Officer and Director
Harris H. Simmons
/S/ Dale M. Gibbons Executive Vice President October 22, 1999
- ------------------------- and Chief Financial Officer
Dale M. Gibbons
/S/ Nolan X. Bellon Senior Vice President October 22, 1999
- ------------------------- and Controller
Nolan X. Bellon
/S/ Roy W. Simmons Chairman and Director October 22, 1999
- -------------------------
Roy W. Simmons
/S/ Jerry C. Atkin Director October 22, 1999
- -------------------------
Jerry C. Atkin
/S/ R.D. Cash Director October 22, 1999
- -------------------------
R.D. Cash
/S/ L.E. Simmons Director October 22, 1999
- -------------------------
L.E. Simmons
/S/ Grant R. Caldwell Director October 22, 1999
- -------------------------
Grant R. Caldwell
/S/ I.J. Wagner Director October 22, 1999
- -------------------------
I.J. Wagner
6
<PAGE>
/S/ Roger B. Porter Director October 22, 1999
- ---------------------------
Roger B. Porter
/S/ Richard H. Madsen Director October 22, 1999
- ---------------------------
Richard H. Madsen
/S/ Robert G. Sarver Director October 22, 1999
- ---------------------------
Robert G. Sarver
/S/ Shelly Thomas Director October 22, 1999
- -------------------------
Shelly Thomas
7
<PAGE>
EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION - Pioneer Bancorporation Non-Qualified Stock Option Plan
FORM S-8
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1* Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2* Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed
November 22, 1993.
4.3* Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5* Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6* Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7* Pioneer Bancorporation Non-Qualified Stock
Option Plan approved by shareholders on
March 18, 1998, and incorporated by
reference to Exhibit 10.1 of Pioneer
Bancorporation's Form 10-12G, filed April
29, 1999, File
No. 000-25899.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
* incorporated by reference.
8
Exhibit 5.1
Opinion of Callister Nebeker & McCullough Regarding Legality
October 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of ZIONS BANCORPORATION Common Stock
Issuable under Pioneer Bancorporation Non-Qualified Stock Option Plan
Ladies and Gentlemen:
This Firm has acted as counsel to ZIONS BANCORPORATION, a Utah
corporation (the "Company"), in connection with its registration of 277,407
shares of its common stock without par value (the "Shares") issuable to eligible
persons pursuant to the Pioneer Bancorporation Non-Qualified Stock Option 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 Zions Bancorporation. Based
upon and in reliance on the foregoing, it is our opinion that:
1. Zions Bancorporation 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 in compliance with the terms and conditions
of the Plan, 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.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
9
Exhibit 23.1
Consent of KPMG LLP, Independent Auditors
To The Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 26, 1999, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1998 and 1997, and for each of the years in the three-year period ended December
31, 1998, incorporated herein by reference.
/S/KPMG LLP
Salt Lake City, Utah
October 22, 1999
10
Exhibit 23.2
Consent of Callister Nebeker & McCullough
October 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock
Issuable under the Pioneer Bancorporation Non-Qualified Stock
Option Plan
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with its registration of 277,407
shares of its common stock without par value (the "Shares") issuable to eligible
persons under the Pioneer Bancorporation Non-Qualified 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 Zions Bancorporation in this
matter.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
11
