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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998
REGISTRATION NO. 333-52503
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
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
- ------------------------------------- ----------------------------------------
(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 Commerce Corporation 1985 Stock Option Plan
First Commerce Corporation Amended and Restated 1992 Stock Incentive Plan
First Commerce Corporation 1997 Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plans)
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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Calculation of Registration Fee
<TABLE>
<CAPTION>
=======================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered(1) per share price fee
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<S> <C> <C> <C> <C>
Common Stock 1,638,500 (2) (2) (2)
=======================================================================================
</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) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in connection
with the filing of the Registrant's Form S-4 Registration Statement (333-
52503) on May 13, 1998.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II
under "Introductory Statement."
------------------------------
Exhibit Index on page II-7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
BANC ONE CORPORATION (the "Registrant") hereby amends its Registration
Statement on Form S-4 (No. 333-52503) (the "Form S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with respect
to up to 1,638,500 shares of the Registrant's common stock, no par value
($5 stated value) per share ("Common Stock") issuable in connection with the
First Commerce Corporation 1985 Stock Option Plan, First Commerce Corporation
Amended and Restated 1992 Stock Incentive Plan and First Commerce Corporation
1997 Stock Option Plan (collectively, the "Plans"). All such shares of Common
Stock were previously included in the Form S-4.
Pursuant to an Agreement and Plan of Merger dated as of October 20, 1997
(the "Plan") between First Commerce Corporation ("FCC"), the Registrant, and
Delta Acquisition Corporation, a wholly owned subsidiary of the Registrant
("Delta"), FCC merged (the "Merger") with Delta on June 12, 1998 (the "Effective
Time") at which time the separate corporate existence of Delta ceased. At the
Effective Time, each outstanding and unexercised option (a "FCC Option") to
purchase shares of FCC common stock ("FCC Common Stock") is deemed to constitute
an option to acquire, on the same terms and conditions as were applicable under
such FCC Option immediately prior to the Effective Time, the number of shares of
Common Stock equal to the product, rounded to the nearest whole share, of the
number of shares of FCC Common Stock subject to such FCC Option and 1.408, at a
price per share equal to the exercise price per share of FCC Common Stock
otherwise purchasable pursuant to such FCC Option divided by 1.408, rounded to
the nearest one-hundredth of a cent.
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 fiscal year ended
December 31, 1997.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
3. The Registrant's Current Reports on Form 8-K dated January 20, 1998
(filed January 26, 1998), April 10, 1998 (filed April 14, 1998)(as amended by
Form 8-K/A filed April 21, 1998 and Form 8-K/A filed May 19, 1998) and April 21,
1998 (filed April 22, 1998).
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 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
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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 Plans has
been 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.
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 may indemnify 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.
ITEM 9. Undertakings.
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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)
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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 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 Post-Effective Amendment No. 1 on Form S-8 to Form
S-4 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 12, 1998.
BANC ONE CORPORATION
By: /s/ Steven Alan Bennett
-----------------------------
Steven Alan Bennett
Senior Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John B. McCoy* Chairman of the Board June 12, 1998
- ------------------------------- (Principal Executive
John B. McCoy Officer & Director)
/s/ Richard J. Lehmann* President and Director June 12, 1998
- ------------------------------
Richard J. Lehmann
/s/ Michael J. McMennamin* Executive Vice President June 12, 1998
- ------------------------------ (Principal Financial
Michael J. McMennamin Officer)
/s/ William C. Leiter* Controller (Principal June 12, 1998
- ------------------------------- Accounting Officer)
William C. Leiter
/s/ Bennett Dorrance* Director June 12, 1998
- ------------------------------
Bennett Dorrance
/s/ Charles E. Exley, Jr.* Director June 12, 1998
- -------------------------------
Charles E. Exley, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -------------
<S> <C> <C>
/s/ John R. Hall* Director June 12, 1998
- -------------------------------
John R. Hall
/s/ Laban P. Jackson, Jr.* Director June 12, 1998
- -------------------------------
Laban P. Jackson, Jr.
Director June 12, 1998
- -------------------------------
John W. Kessler
/s/ John G. McCoy* Director June 12, 1998
- -------------------------------
John G. McCoy
/s/ Thekla R. Shackelford* Director June 12, 1998
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Thekla R. Shackelford
/s/ Alex Shumate* Director June 12, 1998
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Alex Shumate
/s/ Frederick P. Stratton, Jr.* Director June 12, 1998
- -------------------------------
Frederick P. Stratton, Jr.
Director June 12, 1998
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John C. Tolleson
/s/ Robert D. Walter* Director June 12, 1998
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Robert D. Walter
</TABLE>
*By: /s/ Steven Alan Bennett
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Attorney-in-fact
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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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<C> <S>
4 Amended Articles of Incorporation of the Registrant
(incorporated by reference from Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated June 27,
1997).
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).*
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included elsewhere in Part II of this
Registration Statement).*
</TABLE>
* Previously filed.
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Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 on Form S-8 to the Registration Statement on Form S-4 of BANC ONE CORPORATION
pertaining to the First Commerce Corporation 1985 Stock Option Plan, First
Commerce Corporation Amended and Restated 1992 Stock Incentive Plan and First
Commerce Corporation 1997 Stock Option Plan, of our report dated February 12,
1998, on our audits of the consolidated financial statements of BANC ONE
CORPORATION as of December 31, 1997 and 1996, and for each of the three years in
the period ended December 31, 1997 included in BANC ONE CORPORATION's Annual
Report on Form 10-K for the year ended December 31, 1997.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
June 12, 1998
