<PAGE>
THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.
As filed with the Securities and Exchange Commission on September 13, 1994.
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------
FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-6118148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2ND FLOOR, 79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
SCOTT C. ULBRICH
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
2ND FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies To:
----------
A. ROBERT THORUP
RAY, QUINNEY & NEBEKER
7TH FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 532-1500
--------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED OFFERING AGGREGATE
AMOUNT TO BE REGISTERED PRICE PER SHARE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1.25) 2,500,000(1) shares $ 31.75 $ 79,375,000 $ 27,370.69
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Determined according to Rule 457(c) on August 22, 1994; plus, in
accordance with Rule 416(a), such indeterminate number of shares as
may become subject to options or other awards under the First Security
Corporation Comprehensive Management Incentive Plan (the "Plan") as a
result of the adjustment provisions therein. 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 FIRST SECURITY CORPORATION
COMPREHENSIVE MANAGEMENT INCENTIVE PLAN.
(2) The registration fee for shares of Common Stock issuable upon exercise
of awards issued under the Plan was calculated as of September 9, 1994
pursuant to Rule 457, subsections (c) and (h) using the prices at
which such options or other awards may be exercised.
</TABLE>
--------------------------------------------------------------------
--------------------------------------------------------------------
This Registration Statement consists of______consecutively numbered pages.
The Exhibit Index is on consecutively numbered page 4.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
THIS REGISTRATION STATEMENT IS FILED FOR THE SOLE PURPOSE OF
INCREASING THE NUMBER OF SHARES AVAILABLE UNDER THE FIRST SECURITY CORPORATION
COMPREHENSIVE MANAGEMENT INCENTIVE PLAN ("THE PLAN"). INTERESTS IN AND SHARES
AVAILABLE UNDER THE PLAN WERE EARLIER REGISTERED ON FORM S-8 FILED ON APRIL
29, 1988, FILE NUMBER 33-21556. THE PROSPECTUS INCLUDED WITHIN SAID
REGISTRATION STATEMENT IS HEREBY INCORPORATED BY THIS REFERENCE IN ACCORDANCE
WITH INSTRUCTION E. TO FORM S-8.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration
Statement:
(1) Registrant's report on Form 10-K for its fiscal year ended
December 31, 1993;
(2) Registrant's Quarterly Report on Form 10-Q for the quarters
ended March 31 and June 30, 1994; and
(3) Registrant's Proxy Statement dated March 15, 1994.
In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an
opinion to the effect that the shares of Registrant's common stock covered by
the Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance. Attorneys at Ray Quinney & Nebeker PC
beneficially owned, in the aggregate, less than 3% of the currently issued and
outstanding shares of the Registrant's common stock as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's Articles of Incorporation require the Registrant to
indemnify and hold harmless its directors and officers to the extent that
indemnifiable expenses or losses were not caused by the willful, bad faith or
grossly negligent conduct of the officer or director. Registrant maintained a
policy of director's and officer's liability insurance to fund this
obligation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
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 Registrant
of expenses incurred or paid by a director, officer or controlling person of
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,
-3-
<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following Exhibits are filed as a part of this Registration
Statement:
4.** The First Security Corporation Comprehensive Management
Incentive Plan.
5. Opinion of Ray Quinney & Nebeker, Professional Corporation.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Ray Quinney & Nebeker (included in Exhibit 5).
ITEM 9. UNDERTAKINGS
(A) Registrant hereby undertakes:
(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 this 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 this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
PROVIDED HOWEVER, that paragraphs (i) and (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 Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of
-4-
<PAGE>
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 remains
unsold at the termination of the offering.
(B) Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Registrant'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 this registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(C) (1) Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the
Prospectus is sent or given a copy of Registrant's annual report
to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case
Registrant shall state in the Prospectus that it will promptly
furnish, without charge, a copy of such report on written
request of the employee. If the last fiscal year of Registrant
has ended within 120 days prior to the use of the Prospectus,
the annual report of Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the annual
report for the last fiscal year will be furnished to each such
employee.
(2) Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do
not otherwise receive such material as stockholders of
Registrant, at the time and in the manner such material is sent
to its stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally.
[This space left blank intentionally.]
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First
Security Corporation has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Salt Lake
City, Utah, on the 12th day of September, 1994.
FIRST SECURITY CORPORATION
By: /s/ Morgan J. Evans
------------------------------------
Morgan J. Evans
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his
true and lawful attorney-in-fact and agent, with full powers of substitution,
for him and in his name, place and stead, in any and all capacities, to sign
and to file any and all amendments, including pre- and/or post-effective
amendments to this Registration Statement, with the Securities and Exchange
Commission, granting to said attorney-in-fact full power and authority to
perform any other act on behalf of the undersigned required to be done in
connection therewith.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date or dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Spencer F. Eccles
- ------------------------ Chairman and Chief
Spencer F. Eccles Executive Officer, Director September 12, 1994
/s/ Morgan J. Evans
- ------------------------ President and Chief
Morgan J. Evans Operating Officer, Director September 12, 1994
/s/ Scott C. Ulbrich
- ------------------------ Executive Vice President and
Scott C. Ulbrich Chief Financial Officer September 12, 1994
(Principal Financial and
Accounting Officer)
-6-
<PAGE>
/s/ James C. Beardall
- ------------------------
James C. Beardall Director September 12, 1994
/s/ Rodney H. Brady
- ------------------------
Rodney H. Brady Director September 12, 1994
/s/ James E. Bruce
- ------------------------
James E. Bruce Director September 12, 1994
/s/ Thomas D. Dee
- ------------------------
Thomas D. Dee II Director September 12, 1994
/s/ Dr. David P. Gardner
- ------------------------
Dr. David P. Gardner Director September 12, 1994
/s/ Kendall D. Garff
- ------------------------
Kendall D. Garff Director September 12, 1994
/s/ U. Edwin Garrison
- ------------------------
U. Edwin Garrison Director September 12, 1994
/s/ David B. Haight
- ------------------------
David B. Haight Director September 12, 1994
/s/ Jay Dee Harris
- ------------------------
Jay Dee Harris Director September 12, 1994
/s/ Robert T. Heiner
- ------------------------
Robert T. Heiner Director September 12, 1994
/s/ Howard W. Hunter
- ------------------------
Howard W. Hunter Director September 12, 1994
/s/ Karen H. Huntsman
- ------------------------
Karen H. Huntsman Director September 12, 1994
/s/ G. Frank Joklik
- ------------------------
G. Frank Joklik Director September 12, 1994
-7-
<PAGE>
/s/ B.Z. Kastler
- ------------------------
B. Z. Kastler Director September 12, 1994
/s/ Joseph G. Maloof
- ------------------------
Joseph G. Maloof Director September 12, 1994
/s/ Scott S. Parker
- ------------------------
Scott S. Parker Director September 12, 1994
/s/ Dr. Arthur K. Smith
- ------------------------
Dr. Arthur K. Smith Director September 12, 1994
/s/ James L. Sorenson
- ------------------------
James L. Sorenson Director September 12, 1994
/s/ Harold J. Steele
- ------------------------
Harold J. Steele Director September 12, 1994
-8-
<PAGE>
Exhibit 5
September 12, 1994
Scott C. Ulbrich,
Executive Vice President and Chief Financial Officer
First Security Corporation
2nd Floor
79 South Main Street
Salt Lake City, Utah 84111
Re: REGISTRATION AND ISSUANCE OF 2,500,000 SHARES OF FIRST
SECURITY CORPORATION COMMON STOCK TO PARTICIPANTS IN THE
COMPREHENSIVE MANAGEMENT INCENTIVE PLAN.
Dear Mr. Ulbrich:
This Firm has acted as counsel to First Security Corporation, a
Delaware corporation ("the Company), in connection with its registration of
2,500,000 shares of its common stock, par value $1.25 ("the Shares") for use in
the First Security Corporation Comprehensive Management Incentive Plan, a copy
of which is filed as an exhibit to the Company's Registration Statement on Form
S-8 as filed with the Securities and Exchange Commission on September 13, 1994.
In connection with this representation, we have examined the
originals, 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:
<PAGE>
Mr. Scott C. Ulbrich
September 12, 1994
Page 2
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 Delaware; and has full corporate power and authority to own its
properties and conduct its business as described in the Prospectus
referred to above.
2. When issued and distributed under the terms of the Plan, the
Shares will be duly and validly issued and will be fully paid and
nonassessable.
3. The shareholders of the Company have no pre-emptive rights to acquire
additional shares of First Security Corporation Common Stock in
respect of the Shares.
We hereby consent to the use of our name in the Prospectus and therein
being disclosed as counsel to the Company in this matter.
Very truly yours,
RAY, QUINNEY & NEBEKER
A. Robert Thorup
