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` AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANC ONE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0738296
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 East Broad Street, Columbus, Ohio 43271
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(Address of Principal Executive Offices) (Zip Code)
First USA Financial, Inc.
Employee Stock Purchase Plan
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(Full title of the plan)
Steven Alan Bennett
Senior Vice President and General Counsel
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street, Columbus, Ohio 43271-0158
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(Name and address of agent for service)
614/248-7590
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(Telephone number, including area code, of agent for service)
With Copies to:
Kenneth L. Wagner, Esq.
BANC ONE CORPORATION
Department OH1-0158
100 East Broad Street
Columbus, Ohio 43271-0158
614-248-5304
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered(1) per share(2) price fee(2)
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<S> <C> <C> <C> <C>
Common Stock 150,000 $47.97 $7,195,500 $2,181
Interests in the First
USA Financial, Inc.
Employee Stock Purchase Plan (3)
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</TABLE>
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee are
based on the reported average of the high and low trade prices of the
Common Stock on the New York Stock Exchange on June 24, 1997.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of plan
interests to be offered or sold pursuant to the First USA Financial, Inc.
Employee Stock Purchase Plan.
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Exhibit Index on page II-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended December
31, 1996 (as amended by the Form 10-K/A filed March 21, 1997).
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
3. The Registrant's Current Reports on Form 8-K filed January 28, 1997,
January 29, 1997, April 17, 1997 and April 24, 1997.
4. The description of the Common Stock contained in the Registrant's
Registration Statement filed pursuant to Section 12 of the Exchange Act on Form
8-B on May 1, 1989, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant or the
First USA Financial, Inc. Employee Stock Purchase Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
The validity of the Common Stock to be issued pursuant to the Plan will be
passed upon by Steven Alan Bennett, Senior Vice President and General Counsel of
the Registrant. Mr. Bennett owns a number of shares of Common Stock and holds
options to purchase additional shares of Common Stock.
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ITEM 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio General Corporation Law sets forth
provisions which define the extent to which a corporation may indemnify
directors, officers and employees. Those provisions have been adopted by the
Registrant in Article V of the Registrant's Code of Regulations. Article V
provides for the indemnification or the purchase of insurance for the benefit of
the directors, officers, employees and agents of the Registrant in the event
such persons are subject to legal action as a result of actions in their
capacities as directors, officers, employees or agents of the Registrant. The
Registrant has entered into indemnification agreements with its directors and
executive officers that provide for indemnification unless the indemnitee's
conduct is finally adjudged by a court to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The Registrant indemnifies other officers,
employees or agents provided such persons acted in good faith and in a manner
which they reasonably believed to be in or not opposed to the best interest of
the Registrant or, with respect to criminal actions, had no reason to believe
was unlawful.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
The Registrant undertakes that it 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 under Section 401 of the Internal Revenue Code.
ITEM 9. Undertakings.
A. The undersigned 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 (notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not
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exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement); and
(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 A(1)(i) and A(1)(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 the Registrant pursuant to Section 13 or 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 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 remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. 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
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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 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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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 this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on June 30, 1997.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
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Steven Alan Bennett
Senior Vice President
and General Counsel
POWER OF ATTORNEY
We, the undersigned officers and directors of BANC ONE CORPORATION, hereby
severally constitute and appoint Steven Alan Bennett, William P. Boardman, Bobby
L. Doxey, Richard D. Lodge or Michael J. McMennamin, and each of them, our true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and any subsequent registration
statements filed by BANC ONE CORPORATION pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
WITNESS our hands and common seal on the dates set forth below.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
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/s/ John B. McCoy Chairman of the Board June 30, 1997
- ---------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann President and Director June 30, 1997
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Richard J. Lehmann
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Signature Title Date
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/s/ Michael J. McMennamin Executive Vice President June 30, 1997
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Michael J. McMennamin Officer)
/s/ Bobby L. Doxey Controller (Principal June 30, 1997
- ------------------------------- Accounting Officer)
Bobby L. Doxey
/s/ Bennett Dorrance Director June 30, 1997
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Bennett Dorrance
/s/ Charles E. Exley, Jr. Director June 30, 1997
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Charles E. Exley, Jr.
/s/ E. Gordon Gee Director June 30, 1997
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E. Gordon Gee
/s/ John R. Hall Director June 30, 1997
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John R. Hall
/s/ Laban P. Jackson, Jr. Director June 30, 1997
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Laban P. Jackson, Jr.
/s/ John W. Kessler Director June 30, 1997
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John W. Kessler
/s/ John G. McCoy Director June 30, 1997
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John G. McCoy
/s/ Thekla R. Shackelford Director June 30, 1997
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Thekla R. Shackelford
/s/ Alex Shumate Director June 30, 1997
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Alex Shumate
/s/ Frederick P. Stratton, Jr. Director June 30, 1997
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Frederick P. Stratton, Jr.
/s/ Robert D. Walter Director June 30, 1997
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Robert D. Walter
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas and State of Texas
on June 30, 1997.
FIRST USA FINANCIAL, INC. EMPLOYEE
STOCK PURCHASE PLAN
By: Advisory Committee
By: /s/ Mary Baker
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Mary Baker, Committee Member
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EXHIBIT INDEX
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Sequential Page
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No.
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4 Amended Articles of Incorporation of the Registrant
(incorporated by reference from Exhibit 3.1 of the
Registrant's Post-Effective Amendment No. 1 on Form S-8
to Form S-4 Registration Statement (File No. 333-26929)).
5 Opinion of Steven Alan Bennett, Esq., Senior Vice President
and General Counsel of the Registrant, regarding the legality
of the securities being offered, including consent.
23.1 Consent of Steven Alan Bennett, Esq.,
Senior Vice President and General Counsel of
the Registrant (included in Exhibit 5 attached
hereto).
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included elsewhere in
Part II of this Registration Statement).
</TABLE>
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Exhibit 5
June 30, 1997
To: The Board of Directors of BANC ONE CORPORATION
I have acted as counsel to BANC ONE CORPORATION, an Ohio corporation ("BANC
ONE"), in connection with the preparation and filing of a Registration Statement
on Form S-8 under the Securities Act of 1933, as amended (the "Act"), relating
to the registration of 150,000 shares of common stock, no par value ($5 stated
value), of BANC ONE (the "Shares"). The Shares may be issued pursuant to the
First USA Financial, Inc. Employee Stock Purchase Plan (the "Plan").
In rendering this opinion, I have examined or caused to be examined originals,
or copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments and have made such other and
further investigations as I have deemed necessary or appropriate for the
purposes of this opinion
Based upon and subject to the foregoing and after examination of such matters of
law as I have deemed applicable or relevant to this opinion, I am of the opinion
that the Shares which may be issued by BANC ONE pursuant to the Plan, when
issued and paid for in accordance with the terms of the Plan, will be duly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement on Form S-8. In giving this consent, I do not hereby admit that I come
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations thereunder.
Very truly yours,
/s/ Steven Alan Bennett
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Steven Alan Bennett
Senior Vice President and
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
BANC ONE CORPORATION on Form S-8 of our report dated February 21, 1997 on our
audits of the consolidated financial statements of BANC ONE CORPORATION as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995, and
1994, incorporated by reference in BANC ONE CORPORATION's Annual Report on Form
10-K for the year ended December 31, 1996, as amended by Form 10-K/A filed on
March 21, 1997.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 30, 1997
