<PAGE>
As filed with the Securities and Exchange Commission on January 18, 1994
Registration No. 33-50495
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
POSTEFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
NORWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6711 41-0449260
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
Norwest Center
Sixth and Marquette
Minneapolis, Minnesota 55479-1000
612-667-1234
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stanley S. Stroup
Executive Vice President and General Counsel Copy to:
Norwest Corporation H. Bernt von Ohlen
Norwest Center Norwest Corporation
Sixth and Marquette Norwest Center
Minneapolis, Minnesota 55479-1026 Sixth and Marquette
612-667-8858 Minneapolis, Minnesota
55479-1026
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------
FIRST UNITED BANK GROUP, INC. INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
----------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission by
the Registrant are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1992, as
amended by Amendment No. 1 on Form 8 dated March 3, 1993;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1993, June 30, 1993, and September 30, 1993;
(c) Current Reports on Form 8-K dated February 8, 1993, March 12, 1993,
June 28, 1993, August 10, 1993, August 31, 1993, September 15, 1993,
September 27, 1993, October 25, 1993, and December 29, 1993; and
(d) The descriptions of Norwest Corporation Common Stock, 10.24%
Cumulative Preferred Stock, Cumulative Convertible Preferred Stock,
Series B, and Series A Junior Participating Preferred Stock Purchase
Rights contained in Registration Statements filed pursuant to Section
12 of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act") and any amendment or report filed for the purpose of updating
such descriptions.
All reports subsequently filed by the Registrant pursuant to Sections 13(a)
and (c) of the Exchange Act and any definitive proxy or information statements
filed pursuant to Section 14 of the Exchange Act in connection with any
subsequent stockholders' meeting and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to the filing of a posteffective 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. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock to which this Registration
Statement relates has been passed upon by Stanley S. Stroup, Executive Vice
President and General Counsel of the Registrant. At September 30, 1993, Mr.
Stroup was the beneficial owner of 102,250 shares and held options to acquire
215,931 additional shares of Common Stock of the Registrant.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes indemnification
of directors and officers of a Delaware corporation under certain circumstances
against expenses, judgments, and the like in connection with an action, suit, or
proceeding. Article Fourteenth of the Certificate of Incorporation of the
Registrant provides for broad indemnification of directors and officers of the
registrant. The Registrant also maintains insurance coverage relating to
certain liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibits:
- ---------
99(e) -- First United Bank Group, Inc. Incentive Stock Option Plan, as
amended through June 25, 1993.
99(f) -- Form of Notice of Grant of Stock Option.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period, in which offers or sales are being made, a
posteffective 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
posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such posteffective 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 posteffective 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 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 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 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.
II-3
<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 posteffective
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on the 18th day of January 1994.
NORWEST CORPORATION
By: /s/ Richard M. Kovacevich
-----------------------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the Registration Statement has been signed on the 18th
day of January, 1994, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
<S> <C>
/s/ Richard M. Kovacevich President and Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ John T. Thornton Executive Vice President and Chief
- -------------------------- Financial Officer
John T. Thornton (Principal Financial Officer)
/s/ Michael A. Graf Senior Vice President and Controller
- -------------------------- (Principal Accounting Officer)
Michael A. Graf
DAVID A. CHRISTENSEN )
PIERSON M. GRIEVE )
FREDERIC C. HAMILTON )
CHARLES M. HARPER )
N. BERNE HART ) A majority of the
WILLIAM A. HODDER ) Board of Directors*
GEORGE C. HOWE )
LLOYD P. JOHNSON )
REATHA CLARK KING )
RICHARD M. KOVACEVICH )
RICHARD S. LEVITT )
RICHARD D. McCORMICK )
CYNTHIA H. MILLIGAN )
JOHN E. PEARSON )
IAN M. ROLLAND )
STEPHEN E. WATSON )
- --------------------
</TABLE>
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on his own behalf and on behalf of each of the other directors named
above pursuant to powers of attorney duly executed by such other persons.
/s/ Richard M. Kovacevich
--------------------------
Richard M. Kovacevich
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
- ------- ------------ ------------
<S> <C> <C>
99(e) First United Bank Group, Inc. Incentive Stock Option Electronic
Plan, as amended through June 25, 1993. Transmission
99(f) Form of Notice of Stock Option. Electronic
Transmission
</TABLE>
<PAGE>
EXHIBIT 99(e)
FIRST UNITED BANK GROUP
INCENTIVE STOCK OPTION PLAN
(AS AMENDED THROUGH JUNE 25, 1993)
1. Purpose of the Plan: The purpose of this Incentive Stock Option Plan (the
"Plan") is to promote the interest of First United Bank Group (the "Company")
and its shareholders by encouraging selected employees ("Eligible Employees") to
invest in shares of the Company's common stock, thereby giving them as
shareholders an increased personal interest in its continuing success and
progress and strengthening their desire to continue their employment. Options
granted pursuant to the Plan are intended as "Incentive Stock Options," entitled
to the treatment provided for such options under the Internal Revenue Code of
1954, as amended ("Code").
2. Stock Option Committee: The Board of Directors shall appoint a Stock
Option Committee (the "Committee") of not less than three members to administer
the Plan and the options granted thereunder. No member of the Committee shall
be eligible to receive any option or right pursuant to the Plan. The authority
of the Board of Directors to grant and administer options is delegated to the
Committee to the full extent permitted by law.
3. Eligible Employees and Shares Subject to the Plan: Any officer of the
Company and any officer of a subsidiary corporation of the Company of which the
company owns 80% or more of the outstanding voting securities is eligible to
receive options pursuant to the Plan ("Eligible Employees"). The Committee may
grant, in accordance with its written policies and in its discretion, options to
purchase authorized but unissued shares or treasury shares of the common stock
of the Company to Eligible Employees selected by it, subject to the terms and
conditions hereinafter set forth. Subject to adjustments set forth in Paragraph
10, the aggregate number of shares to be delivered upon exercise of all options
granted under the Plan shall not exceed 300,000, but if any option is
terminated, shares subject thereto may again be made the subject of options
under the Plan. Shares delivered under the Plan shall be fully paid and
nonassessable. The aggregate fair market value (determined at the time an
option is granted) of the stock with respect to which options are exercisable
for the first time by an Eligible Employee during any calendar year (under all
incentive stock option plans of the Company and its subsidiary corporations as
contemplated in Section 422A(b)(7) of the Code) shall not exceed $100,000.
4. Option Price: The purchase price to be paid for each share of common
stock deliverable under the Plan shall be determined by the Committee at or
prior to the time the option is granted, but in no event shall it be determined
to be less than the fair market value per share at the time the option is
granted. Fair market value shall be the last bid price published before the
date the option is granted if the stock of the Company is traded in the over-
the-counter market and if traded on a recognized stock exchange fair market
value shall be the last closing price published before the date the
<PAGE>
option is granted; quotations may be taken from the Wall Street Journal or other
recognized publications.
5. Time of Exercise: Except as provided in paragraphs 6 and 9, no portion of
an option granted under the Plan may be exercised for a period of three years
following the date of the grant of such option. After the expiration of this
three year period, a person who remains an Eligible Employee may exercise up to
twenty-five percent (25%) of the amount of the original option and at the end of
each twelve (12) month period thereafter may exercise an additional twenty-five
percent (25%) of the original option plus any unexercised part of the original
option which has become exercisable by the passage of time as provided in this
paragraph.
Each option granted under the Plan shall expire ten years after the date on
which such option was granted except as provided in paragraph 9.
No option shall be exercisable with respect to fractional shares. No option
granted before 1987 shall be exercisable by an Eligible Employee while there is
outstanding any option which was granted to such Eligible Employee pursuant to
the Plan prior to the grant of the option which the Eligible Employee seeks to
exercise.
6. Termination of Employment: Any Eligible Employee who resigns before the
Normal Retirement Date as defined in the Retirement Plan for Employees of United
New Mexico Financial Corporation or is terminated from employment, on the basis
of work performance or other factors as determined by the Company, shall be
permitted to exercise only those options which he/she is entitled to exercise
under the terms of Paragraph 5 at the date of termination.
Eligible Employees who retire on or after Normal Retirement Date as defined
above, Eligible Employees who become disabled within the meaning of Section
105(d)(4) of the Code and the transferees by valid will or the laws of descent
and distribution of an option held by an Eligible Employee, may exercise all
unexercised options including options not vested at retirement, disability or
death.
Any Eligible Employee who is terminated for reasons such as fraudulent
activity, wilful violations of law, or other serious factors, may, in the
discretion of the Committee, be subject to forfeiture of all rights and options
granted to him/her pursuant to this Plan. The determination of such a
forfeiture shall be made only after the Company has demonstrated and documented
to the Committee the occurrence of such activity by the Eligible Employee in
question. Upon consideration of such evidence, the Committee shall make, in its
sole discretion, an independent determination as to whether the rights and
options in question shall be forfeited. This determination by the Committee
shall be conclusive as to all parties.
A retired or terminated employee who is eligible to exercise options under the
Plan must do so within three (3) months of termination except if termination is
due to
2
<PAGE>
disability (within the meaning of Section 105(d)(4) of the Code) or death,
options must be exercised within one (1) year of termination.
7. Manner of Exercise: The exercise of any option granted pursuant to the
Plan shall be accomplished by giving written notice to the Company, in the
manner specified by Paragraph 14(d) herein, which specifies the number of shares
to be purchased and is accompanied by cash payment in full unless paid for by
the Company's stock if allowed to do so under Paragraph 14(e).
8. Options Not Transferable: Each option shall be exercisable only by the
Eligible Employee to whom such option was granted. If such Eligible Employee
dies during the term of the option, the option may be transferred by valid will
or the laws of descent and distribution. Each option so properly transferred
may be exercised, in conformity with the terms of this Plan. Any attempt to
transfer an option not in conformity with this paragraph shall immediately
render the option and all rights thereunder null and void.
9. Options Granted to Principal Shareholders: No option shall be granted to
an Eligible Employee who owns, at the date the option is granted, more than ten
percent (10%) of the voting stock of the Company, or any subsidiary thereof,
unless:
a. the option price as granted is equal to at least 110% of fair market
value of the shares at the date of the grant; and
b. no option granted to such Eligible Employee shall be exercised for a
period of one year following the date of the grant of such option.
After the expiration of this one year period, such Eligible Employee, if
remaining an employee of the Company, may exercise the options held
during this period at a rate of twenty-five (25%) per each successive
twelve-month period, on a cumulative basis; and
c. all options issued under this paragraph shall be exercised within five
(5) years after the date such options were granted.
10. Adjustment of Shares: If dividends are paid in common stock of the
Company or if common stock of the Company is subdivided or combined, the number
of shares subject to the Plan and the number of shares subject to any option
thereunder shall be increased or decreased proportionately, as the case may be,
without change in the aggregate price.
11. Reorganization, Mergers and Consolidations: In the event of any
merger or consolidation of the Company with another corporation, the sale, lease
or exchange of all or substantially all of the Company's assets or if fifty
percent (50%) or more of the Company's outstanding voting stock simultaneously
changes ownership, all
3
<PAGE>
outstanding options granted under the Plan shall become fully exercisable at the
date of such merger, consolidation, sale, lease, exchange or change in
ownership.
12. Administration: Each option shall be granted by the Committee and
shall contain other terms and conditions not inconsistent with the Plan or
applicable law which are deemed prudent by the Committee. Subject to the
provisions of the Plan, the Committee shall be authorized to interpret the Plan
and the options granted thereunder, to establish, amend and rescind such rules
and regulations as it deems necessary for the proper administration of the Plan,
and to make all other determinations necessary or advisable for its
administration. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any option in the manner and to
the extent it deems desirable to carry the Plan or option into effect. The
determination of the Committee on these matters of administration shall be
conclusive as to all parties.
13. Effective Date: The Plan shall first be submitted for approval to the
Board of Directors of the Company. Thereafter it shall be submitted to the
shareholders of the Company for their approval. If the Plan is approved by the
holders of a majority of the outstanding shares of the Company within twelve
(12) months after the approval of the Board of Directors, the Plan shall be
effective as of the date of approval of the Board of Directors.
14. Other Provisions:
a. No Eligible Employee shall have the right to purchase any shares under
the Plan other than pursuant to an option or options expressly granted
to such Eligible Employee by the Committee, in its sole discretion.
b. No holder of any option shall be entitled to any rights of a shareholder
of the Company with respect to any shares subject to the option until
the shares have been fully paid for and issued to such holder.
c. No option shall be construed as limiting any right which the Company may
have to terminate at any time the employment of any Eligible Employee to
whom an option is granted.
d. Notice to the Company as required herein shall be addressed to the
attention of its Secretary at its principal offices.
e. The Committee may, in its sole discretion, allow an employee to pay for
the stock to be obtained from the exercise of an option with common
stock of the Company having a fair market value on the date of exercise
equal to the exercise price.
4
<PAGE>
f. The Board of Directors or an authorized committee thereof may make
additional payments to an Eligible Employee in cash or property at the
time of exercise of any option.
g. The Board of Directors shall have the authority to amend this Plan, by
corporate resolution, at any time and in any manner they deem to be
advisable, except no amendment shall adversely affect options previously
granted.
5
<PAGE>
EXHIBIT 99(f)
NOTICE OF GRANT OF STOCK OPTION
PURSUANT TO FIRST UNITED BANK GROUP
INCENTIVE STOCK OPTION PLAN
Option Awarded To: -----------------------------
Number of Shares: -----------------------------
Price Per Share: -----------------------------
Date of Grant: -----------------------------
If marked here, option may be exercised by payment in First
- --------- United Bank Group Common Stock as provided in the Plan.
WHEREAS, United New Mexico Financial Corporation established and First
United Bank Group (and its successor, hereinafter called the "Company") assumed
and now maintains an Incentive Stock Option Plan which was ratified and approved
by the shareholders of United New Mexico Financial Corporation on April 23, 1982
and the shareholders of First United Bank Group on June 25, 1993 and was amended
on February 27, 1987, July 29, 1988, and March 25, 1993 (hereinafter called the
"Plan"); and
WHEREAS, the Company wishes to give you an increased personal interest in
the Company's continuing success and progress, and strengthen your desire to
continue in the employment of the Company or its subsidiaries;
NOW, THEREFORE, at the direction of the Board of Directors' Stock Option
Committee, you are hereby notified that you have been granted on the date set
forth above an option, pursuant to the Plan, to purchase from the Company the
number of shares of the Company's $1.00 par value common stock set forth above
(subject to adjustment in certain cases as provided in the Plan) at the price
per share set forth above.
1. If you remain an Eligible Employee, as defined by the Plan, after a
period of three (3) years following the date of grant of this option, you may
exercise no more than $100,000 of fair market value that will first become
exercisable in any one year. Termination of your employment other than by
retirement, disability or death limits your ability to exercise this option as
provided in the Plan.
Considering previous options granted to you, the shares granted pursuant to
this option will be exercisable as follows:
2. In no event shall this option be exercisable after the expiration of
ten (10) years from the date on which this option was granted.
<PAGE>
3. During your lifetime, this option may be exercised by you alone and it
shall not be transferable. Upon your death, this option may be transferred by
valid will or laws of descent and distribution, and the option so properly
transferred may be exercised in conformity with the terms of the Plan. Any
attempt to transfer this option not in conformity with this paragraph shall
immediately render this option and all rights thereunder null and void.
4. A retired or terminated employee who is eligible to exercise options
under the Plan must do so within three (3) months of termination except, if
termination is due to disability (as defined in the Plan) or death, options must
be exercised within one (1) year of termination.
5. This option shall be exercised by written notice to the Company,
addressed to the attention of its Secretary at the Company's principal offices.
Such written notice must specify the number of shares to be purchased and must
be accompanied by cash payment in full unless paid for by the Company's stock if
allowed by the Stock Option Committee.
6. This option granted to you by this notice is intended to satisfy the
requirements for "Incentive Stock Options" under Sec. 422A of the United States
Internal Revenue Code, as now in effect or as hereafter amended, and is subject
to amendment if necessary to meet these requirements.
7. Except as to the exercise schedule contained in item 1 above, in the
event of conflict between the terms of this Notice and the terms of the Plan,
the terms of the Plan shall control. For other rights, requirements and
restrictions pertaining to this option, refer to the Plan attached hereto.
This notice is issued this ____ day of ___________ 199_.
---------------------------------------
Carl G. Guist, Secretary
First United Bank Group
2
