<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1994
Registration No. 33-
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0255900
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(Address of Principal Executive Offices) (Zip Code)
FIRST BANK SYSTEM, INC.
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
Copy to:
Michael J. O'Rourke, Esq.
First Bank System, Inc. Lee R. Mitau, Esq.
First Bank Place Dorsey & Whitney
601 Second Avenue South 220 South Sixth Street
Minneapolis, Minnesota 55402-4302 Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share/(1) price (1) fee
<S> <C> <C> <C> <C>
- - - -------------------------------------------------------------------------------------------------
Common Stock, $1.25 par value 5,000,000 $31.625 $158,125,000 $ 54,526
- - - -------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the
average of the high and low prices of the Common Stock as reported on the
New York Stock Exchange on March 22, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- - - ------ ---------------------------------------
The following documents which have been filed by First Bank System,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) Current Report on Form 8-K filed January 18, 1994.
(c) The description of the Company's Common Stock contained in Item
1 of the Registration Statement on Form 8-A dated March 19, 1984, as
amended in its entirety by that Form 8 Amendment dated February 26, 1993,
and any amendment or report filed for the purpose of updating such
description filed subsequent to the date of this Registration Statement
and prior to the termination of the offering described herein; and the
description of the rights to purchase preferred stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated December 21,
1988, as amended by that Form 8 Amendment dated June 11, 1990 and as
amended in its entirety by that Form 8 Amendment dated February 26, 1993,
and any amendment or report filed for the purpose of updating such
description filed subsequent to the date of this Registration Statement
and prior to the termination of the offering described herein.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and 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 respective dates of filing of
such documents.
Item 6. Indemnification of Directors and Officers.
- - - ------ ------------------------------------------
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and amounts paid in settlement
in connection with actions, suits or proceedings.
2
<PAGE>
Article Ninth of the Company's Restated Certificate of Incorporation,
as amended, provides that a director shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable for unlawful payment of dividends or unlawful stock purchases or
redemptions by the Company, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Bylaws of the Company provide that the officers and directors of
the Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time. Expenses incurred by
officers and directors in defending actions, suits, or proceedings may be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 8. Exhibits
- - - ------ --------
Exhibit
Number Description
- - - ------ -----------
4.1 Specimen certificate representing the Common Stock of
the Company (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-3, dated
January 7, 1991, File No. 33-38268).
4.2 Restated Certificate of Incorporation of the Company, as
amended to date (incorporated by reference to
Exhibit 3A to the Company's Annual Report on Form
10-K for the year ended December 31, 1989, File No. 1-6880).
4.3 Certificate of Designation for First Bank System, Inc. Series 1990A
Preferred Stock. (Incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.4 Certificate of Designation for First Bank System, Inc. Series 1991A
Convertible Preferred Stock. (Incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-4, File No. 33-
50700).
3
<PAGE>
4.5 Bylaws of the Company, as amended to date (incorporated by reference
to Exhibit 3B to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 1-6880).
4.6 Rights Agreement dated as of December 21, 1988 between the Company and
Morgan Shareholder Services Trust Company (now known as First Chicago
Trust Company of New York) (incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K filed January 5, 1989, File
No. 1-6880).
4.7 Amendment No. 1, dated as of May 30, 1990, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K dated June 5, 1990, File No. 1-6880).
4.8 Amendment No. 2, dated as of February 17, 1993, to Rights Agreement
(incorporated by reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K filed March 1, 1993, File No. 1-6880).
4.9 Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
Administration of Florida and First Bank System, Inc. (without
exhibits). (Incorporated by reference to Exhibit 4.8 to Amendment No.
1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.10 First Amendment, dated as of June 30, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and First Bank
System, Inc. (Incorporated by reference to Exhibit 4.9 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.11 Second Amendment, dated as of July 18, 1990, to Stock Purchase
Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida and First Bank
System, Inc. (Incorporated by reference to Exhibit 4.10 to Amendment
No. 1 to the Company's Registration Statement on Form S-3, File No.
33-42650).
4.12 Stock Purchase Agreement, dated as of May 30, 1990, between The State
Board of Administration of Florida and First Bank System, Inc.
(without exhibits). (Incorporated by reference to Exhibit 4.11 to
4
<PAGE>
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.13 Form of Periodic Stock Purchase Right. (Incorporated by reference to
Exibit 4.12 to Amendment No. 1 to the Company's Registration Statement
on Form S-3, File No. 33-42650).
4.14 Form of Risk Event Warrant. (Incorporated by reference to Exhibit 4.13
to Amendment No. 1 to the Company's Registration Statement on Form
S-3, File No. 33-42650).
4.15 Registration Rights Agreement, dated as of July 18, 1990, among
Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
Board of Administration of Florida and First Bank System, Inc.
(Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
4.16 Registration Rights Agreement, dated as of July 18, 1990, between The
State Board of Administration of Florida and First Bank System, Inc.
(Incorporated by reference to Exhibit 4.14 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No. 33-42650).
5.1 Opinion of Dorsey & Whitney.
23.1 Consent of Dorsey & Whitney (included in Exhibit 5.1).
23.2 Consent of Ernst & Young (relating to financial statements of the
Company).
24.1 Power of Attorney.
5
<PAGE>
Item 9. Undertakings
- - - --------- ------------
A. Post-Effective Amendments.
-------------------------
The Company 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 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 the 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 subparagraphs (i) and (ii) above will not
apply if the information required to be included in a post-effective amendment
by those subparagraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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. Subsequent Documents Incorporated by Reference.
----------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934
6
<PAGE>
(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.
C. Claims for Indemnification.
--------------------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
7
<PAGE>
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 Minneapolis, State of Minnesota, on March 25, 1994.
FIRST BANK SYSTEM, INC.
By /s/ John F. Grundhofer
-----------------------
John F. Grundhofer
Chairman of the Board, President and
Chief Executive Officer
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 date indicated:
Name Title
---- -----
/s/ John F. Grundhofer Chairman of the Board, President
- - - ------------------------ Chief Executive Officer and Director
John F. Grundhofer (principal executive officer)
/s/ Richard A. Zona Vice Chairman and Chief
- - - ------------------------ Financial Officer (principal
Richard A. Zona financial officer)
/s/ Susan E. Lester Executive Vice President and Controller
- - - ------------------------ (principal accounting officer)
Susan E. Lester
- - - ------------------------
Coleman Bloomfield Director
*
- - - ------------------------
Roger L. Hale Director
*
- - - ------------------------
Delbert W. Johnson Director
*
- - - ------------------------
John H. Kareken Director
- - - ------------------------
Richard L. Knowlton Director
*
- - - ------------------------
Kenneth A. Macke Director
- - - ------------------------
Thomas F. Madison Director
*
- - - ------------------------
Marilyn C. Nelson Director
8
<PAGE>
Name Title
---- -----
*
- - - ------------------------
Will F. Nicholson, Jr. Director
- - - ------------------------
Nicholas R. Petry Director
*
- - - ------------------------
Edward J. Phillips Director
- - - ------------------------
James J. Renier Director
*
- - - ------------------------
S. Walter Richey Director
*
- - - ------------------------
Richard L. Robinson Director
*
- - - ------------------------
Richard L. Schall Director
*
- - - ------------------------
Lyle E. Schroeder Director
/s/ Susan E. Lester Dated: March 25, 1994
- - - ------------------------
Susan E. Lester
*Attorney-in-fact
9
<PAGE>
Exhibit 5.1
March 25, 1994
First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 that you intend
to file with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the purpose of registering 5,000,000 shares (the
"Shares") of Common Stock, par value $1.25 per share, of First Bank System, Inc.
(the "Company"), which may be issued pursuant to the Company's 1994 Stock
Incentive Plan (the "Plan"). We have examined such documents and have reviewed
such questions of law as we have considered necessary and appropriate for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
and paid for in accordance with the Plan, will be duly authorized, validly
issued, fully paid and nonassessable, provided that (i) the purchase price is at
least equal to the par value of the Shares, and (ii) the Registration Statement
shall have become and remains effective under the Securities Act of 1933, as
amended.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Dorsey & Whitney
LRM/jls
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated March 25, 1994 pertaining to the 1994 Stock Incentive Plan of First
Bank System, Inc. of our report dated January 13, 1994, with respect to the
consolidated financial statements of First Bank System, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1993.
/s/ Ernst & Young
Minneapolis, Minnesota
March 24, 1994
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael J. O'Rourke, Richard A.
Zona and Susan E. Lester, and each of them, his or her true and lawful attorney
s-in-fact and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign a Registration Statement on Form S-8 of First Bank
System, Inc., and any and all amendment thereto, including post-effective
amendments, 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, each acting alone, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, each acting alone, or the substitutes for such attorneys-in-
fact and agents, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ John F. Grundhofer Chairman, President, March 25, 1994
- - - -------------------------------------- Chief Executive Officer
John F. Grundhofer and Director
- - - -------------------------------------- Director
Coleman Bloomfield
/s/ Roger L. Hale Director March 25, 1994
- - - --------------------------------------
Roger L. Hale
/s/ Delbert W. Johnson Director March 22, 1994
- - - --------------------------------------
Delbert W. Johnson
/s/ John H. Kareken Director March 22, 1994
- - - --------------------------------------
John H. Kareken
- - - -------------------------------------- Director
Richard L. Knowlton
/s/ Kenneth A. Macke Director March 25, 1994
- - - --------------------------------------
Kenneth A. Macke
<PAGE>
Director
- - - -----------------------------------
Thomas F. Madison
/s/ Marilyn C. Nelson Director March 22, 1994
- - - -----------------------------------
Marilyn C. Nelson
/s/ Will F. Nicholson, Jr. Director March 25, 1994
- - - -----------------------------------
Will F. Nicholson, Jr.
- - - ----------------------------------- Director
Nicholas R. Petry
/s/ Edward J. Phillips Director March 22, 1994
- - - -----------------------------------
Edward J. Phillips
- - - ----------------------------------- Director
James J. Renier
/s/ S. Walter Richey Director March 25, 1994
- - - -----------------------------------
S. Walter Richey
/s/ Richard L. Robinson Director March 25, 1994
- - - -----------------------------------
Richard L. Robinson
/s/ Richard L. Schall Director March 22, 1994
- - - -----------------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director March 22, 1994
- - - -----------------------------------
Lyle E. Schroeder
