<PAGE>
As filed with the Securities and Exchange Commission on April 18, 1996
Registration No. 333-_______
================================================================================
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.
AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
(Full title of the plan)
Lee R. Mitau, Esq.
First Bank System, Inc. Copy to: Patrick F. Courtemanche, Esq.
First Bank Place Dorsey & Whitney LLP
601 Second Avenue South Pillsbury Center South
Minneapolis, Minnesota 55402-4302 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402-1498
(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/(1)/ share/(2)/ price/(1)/ fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value 1,500,000 $ 57.75 $ 86,625,000 $ 29,870.69
========================================================================================================================
</TABLE>
(1) The number of shares being registered represents the number of additional
shares of Common Stock which may be issued to the First Bank System, Inc.
Amended and Restated Employee Stock Purchase Plan in addition to shares
previously registered.
(2) 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 April 11, 1996.
Pursuant to General Instruction E of the General Instructions to Form S-8, this
Registration Statement incorporates by reference the Registrant's Registration
Statements on Form S-8 (File Nos. 2-95341, including the post-effective
amendment thereto, and 33-42333).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 2.1 to the Company's Form
8-A/A-2, dated October 6, 1994, 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).
4.5 Certificate of Designation for First Bank System, Series A Junior
Participating Preferred Stock, as amended (incorporated by reference
to Exhibit 2.4 to the Registrant's Form 8-A/A-2 dated October 6, 1994,
File No. 1-6880).
4.6 Bylaws of the Company, as amended to date (incorporated by reference
to Exhibit 4.5 to the Company's Registration Statement on Form S-4,
File No. 333-00299).
4.7 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), as amended by Amendment No. 1 dated as of
May 30, 1990, Amendment No. 2 dated as of February 17, 1993 and
Amendment No. 3 dated as of November 9, 1995 (incorporated by
reference to Exhibit 4.6 to the Company's Registration Statement on
Form S-4, File No. 333-00299).
-2-
<PAGE>
4.8 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).
4.9 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).
4.10 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).
4.11 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
Amendment No. 1 to the Company's Registration Statement on Form S-3,
File No. 33-42650).
4.12 Form of Periodic Stock Purchase Right (incorporated by reference to
Exhibit 4.12 to Amendment No. 1 to the Company's Registration
Statement on Form S-3, File No. 33-42650).
4.13 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).
4.14 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).
4.15 Registration Rights Agreement, dated as of July 18, 1990, between The
State Board of Administration of Florida and First Bank System, Inc.
-3-
<PAGE>
(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 LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial statements of the
Company).
24.1 Powers of Attorney.
Item 9. Undertakings.
- ------ ------------
A. Post-Effective Amendments.
-------------------------
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(c) 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 with or furnished to the
Commission by the 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 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 Incorpoated by Reference.
---------------------------------------------
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 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 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 the registrant of expenses
incurred or paid by a director, officer or other 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.
-4-
<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 April 18, 1996.
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:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, President, Chief April 18, 1966
- ----------------------------- Executive Officer and Director
John F. Grundhofer (principal executive officer)
* Executive Vice President and Chief April 18, 1996
- ----------------------------- Financial Officer (principal
Susan E. Lester financial officer)
* Senior Vice President and Controller April 18, 1996
- ---------------------------- (principal accounting officer)
David J. Parrin
Director
- -----------------------------
Arthur D. Collins, Jr.
* Director April 18, 1996
- -----------------------------
Peter H. Coors
* Director April 18, 1996
- -----------------------------
Roger L. Hale
* Director April 18, 1996
- -----------------------------
Delbert W. Johnson
* Director April 18, 1996
- -----------------------------
Norman M. Jones
* Director April 18, 1996
- -----------------------------
Richard L. Knowlton
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
Director
- -----------------------------
Jerry W. Levin
* Director April 18, 1996
- -----------------------------
Kenneth A. Macke
Director
- -----------------------------
Marilyn Carlson Nelson
* Director April 18, 1996
- -----------------------------
Edward J. Phillips
* Director April 18, 1996
- -----------------------------
James J. Renier
* Director April 18, 1996
- -----------------------------
S. Walter Richey
* Director April 18, 1996
- -----------------------------
Richard L. Robinson
Director
- -----------------------------
Richard L. Schall
Director
- -----------------------------
Walter Scott, Jr.
</TABLE>
*By /s/ Lee R. Mitau
-------------------------------
Lee R. Mitau
Attorney-in-fact
-6-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
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 2.1
to the Company's Form 8-A/A-2, dated October 6, 1994,
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).
4.5 Certificate of Designation for First Bank System, Series A
Junior Participating Preferred Stock, as amended
(incorporated by reference to Exhibit 2.4 to the Registrant's
Form 8-A/A-2 dated October 6, 1994, File No. 1-6880).
4.6 Bylaws of the Company, as amended to date (incorporated
by reference to Exhibit 4.5 to the Company's Registration
Statement on Form S--4, File No. 333-00299).
4.7 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), as amended by Amendment No. 1 dated as of
May 30, 1990, Amendment No. 2 dated as of February 17,
1993 and Amendment No. 3 dated as of November 9, 1995
(incorporated by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S--4, File No. 333-00299).
4.8 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
No. 1 to the Company's Registration Statement on
Form S-3, File No. 33-42650).
4.9 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).
4.10 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).
4.11 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 Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No.
33-42650).
4.12 Form of Periodic Stock Purchase Right (incorporated by
reference to Exhibit 4.12 to Amendment No. 1 to the
Company's Registration Statement on Form S-3, File No.
33-42650).
4.13 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).
4.14 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).
4.15 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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 LLP.
23.1 Consent of Dorsey & Whitney LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (relating to financial
statements of the Company).
24.1 Powers of Attorney.
</TABLE>
<PAGE>
Exhibit 5.1
April 18, 1996
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 1,500,000 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 Amended and
Restated Employee Stock Purchase 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,
/s/ Dorsey & Whitney LLP
PFC
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of First Bank System, Inc. pertaining to the First Bank System, Inc.
Amended and Restated Employee Stock Purchase Plan, of our report dated January
9, 1996, except for Note C, as to which the date is February 16, 1996, 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, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis Minnesota
April 16, 1996
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and
David J. Parrin, and each of them, his or her true and lawful attorneys-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 amendments 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John F. Grundhofer Chairman, President, April 18, 1996
- ----------------------------- Chief Executive Officer
John F. Grundhofer and Director
(principal executive officer)
/s/ Susan E. Lester Executive Vice President April 18, 1996
- ----------------------------- and Chief Financial Officer
Susan E. Lester (principal financial officer)
/s/ David J. Parrin Senior Vice President April 18, 1996
- ----------------------------- and Controller
David J. Parrin (principal accounting
officer)
Director
- -----------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors Director April 18, 1996
- -----------------------------
Peter H. Coors
/s/ Roger L. Hale Director April 18, 1996
- -----------------------------
Roger L. Hale
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Delbert W. Johnson Director April 18, 1996
- -----------------------------
Delbert W. Johnson
/s/ Norman M. Jones Director April 18, 1996
- -----------------------------
Norman M. Jones
/s/ John H. Kareken Director April 18, 1996
- -----------------------------
John H. Kareken
/s/ Richard L. Knowlton Director April 18, 1996
- -----------------------------
Richard L. Knowlton
Director
- -----------------------------
Jerry W. Levin
/s/ Kenneth A. Macke Director April 18, 1996
- -----------------------------
Kenneth A. Macke
Director
- -----------------------------
Marilyn C. Nelson
/s/ Edward J. Phillips Director April 18, 1996
- -----------------------------
Edward J. Phillips
/s/ James J. Renier Director April 18, 1996
- -----------------------------
James J. Renier
/s/ S. Walter Richey Director April 18, 1996
- -----------------------------
S. Walter Richey
/s/ Richard L. Robinson Director April 18, 1996
- -----------------------------
Richard L. Robinson
Director
- -----------------------------
Richard L. Schall
/s/ Lyle E. Schroeder Director April 18, 1996
- -----------------------------
Lyle E. Schroeder
</TABLE>
