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As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 6712 41-0449260
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
420 Montgomery Street
San Francisco, California 94163
415-477-1000
(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
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
415-396-6019
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Robert J. Kaukol
Wells Fargo & Company
1050 17th Street, Suite 120
Denver, Colorado 80265
303-899-5802
______________________________
1999 Directors Stock Option Plan
(Full title of the plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be to Be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $1-2/3 600,000 $39.53 (2) $23,718,000(2) $6,261.55 (3)
Per share) (1) Shares
===========================================================================================================================
</TABLE>
(1) Each share of the registrant's common stock includes one preferred stock
purchase right.
(2) Estimated solely for the purpose of computing the registration fee.
(3) Based on the proposed maximum aggregate offering price multiplied by
.000264
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Registrant (File No. 001-2979) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
. Annual Report on Form 10-K for the year ended December 31, 1999, including
information specifically incorporated by reference into the Form 10-K from
Registrant's 1999 Annual Report to Stockholders and Registrant's definitive
Notice and Proxy Statement for Registrant's 2000 Annual Meeting of
Stockholders;
. Current Reports on Form 8-K filed January 18, 2000 and January 26, 2000;
. The description of Registrant's common stock contained in Registrant's
Current Report on Form 8-K filed October 14, 1997, including any amendment or
report filed to update such description;
. The description of Registrant's preferred stock purchase rights contained in
Registrant's Registration Statement on Form 8-A dated October 21, 1998,
including any amendment or report filed to update such description; and
All documents filed by Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment that indicates all
securities offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of such filing. 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 hereof to the extent that a
statement contained herein or in any other subsequently filed document that 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 hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 action, suit or proceeding. Article Fourteenth of the Restated Certificate
of Incorporation 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.
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Item 8. Exhibits.
See Exhibit Index
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.
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 end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
((S)230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 of section 15(d) of the Exchange Act 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 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 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) 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,
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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.
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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 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 San Francisco, State of California, on March 31,
2000.
WELLS FARGO & COMPANY
By: /s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on March 31, 2000 by the following persons in the
capacities indicated:
/s/ Richard M. Kovacevich President and Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Richard M. Kovacevich
/s/ Ross J. Kari Executive Vice President
- ---------------- and Chief Financial Officer
Ross J. Kari (Principal Financial Officer)
/s/ Les L. Quock Senior Vice President and Controller
- ---------------- (Principal Accounting Officer)
Les L. Quock
LES BILLER RICHARD D. McCORMICK
J.A. BLANCHARD III CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN BENJAMIN F. MONTOYA
EDWARD M. CARSON PHILIP J. QUIGLEY
DAVID A. CHRISTENSEN DONALD B. RICE
WILLIAM S. DAVILA IAN M. ROLLAND A majority of the
SUSAN E. ENGEL JUDITH M. RUNSTAD Board of Directors*
PAUL HAZEN SUSAN G. SWENSON
WILLIAM A. HODDER DANIEL M. TELLEP
ROBERT L. JOSS CHANG-LIN TIEN
REATHA CLARK KING MICHAEL W. WRIGHT
RICHARD M. KOVACEVICH JOHN A. YOUNG
- -----------------
*Richard M. Kovacevich, by signing his name hereto, does hereby sign this
document on behalf of each of the directors named above pursuant to powers of
attorney duly executed by such persons.
/s/ Richard M. Kovacevich
-------------------------
Richard M. Kovacevich
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Form of
Number Description Filing
- ------ ----------- ------
4(a) Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(b) to
Registrant's Current Report on Form 8-K dated June
28, 1993. Certificates of Amendment of Certificate of
Incorporation (incorporated by reference to Exhibit 3
to Registrant's Current Report on Form 8-K dated July
3, 1995, and Exhibits 3(b) and 3(c) to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998).
(b) Certificate of Change of Location of Registered Office
and Change of Registered Agent (incorporated by reference
to Exhibit 3(b) to Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999).
(c) Certificate of Designations for ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 4 to
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994).
(d) Certificate of Designations for 1995 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 4 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995).
(e) Certificate Eliminating the Certificate of Designations
for Registrant's Cumulative Convertible Preferred Stock,
Series B (incorporated by reference to Exhibit 3(a) to
Registrant's Current Report on Form 8-K dated November
1, 1995).
(f) Certificate Eliminating the Certificate of Designations
for Registrant's 10.24% Cumulative Preferred Stock
(incorporated by reference to Exhibit 3 to Registrant's
Current Report on Form 8-K dated February 20, 1996).
(g) Certificate of Designations for 1996 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 3 to Registrant's Current Report on Form 8-K
dated February 26, 1996).
(h) Certificate of Designations for 1997 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 3 to Registrant's Current Report on Form 8-K dated
April 14, 1997).
(i) Certificate of Designations for 1998 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 3 to Registrant's Current Report on Form 8-K dated
April 20, 1998).
(j) Certificate of Designations for 1999 ESOP Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 3(b) to Registrant's Current Report on Form 8-K
dated April 21, 1999).
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Exhibit Form of
Number Description Filing
- ------ ----------- ------
(k) Certificate of Designations for Adjustable
Cumulative Preferred Stock, Series B (incorporated
by reference to Exhibit 3(j) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1998).
(l) Certificate of Designations for Fixed/Adjustable Rate
Noncumulative Preferred Stock, Series H (incorporated
by reference to Exhibit 3(k) to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998).
(m) Certificate of Designations for Series C Junior
Participating Preferred Stock (incorporated by reference
to Exhibit 3(l) to Registrant's Annual Report on Form
10-K for the year ended December 31, 1998).
(n) Certificate Eliminating the Certificate of Designations
for Registrant's Series A Junior Participating Preferred
Stock (incorporated by reference to Exhibit 3(a) to
Registrant's Current Report on Form 8-K dated April 21,
1999).
(o) Bylaws (incorporated by reference to Exhibit 3(m) to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998).
(p) Rights Agreement, dated as of October 21, 1998, between
Registrant and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (incorporated by reference to Exhibit 4.1
to Registrant's Registration Statement on Form 8-A dated
October 21, 1998).
5 Opinion of Stanley S. Stroup. Electronic
Transmission
23.1 Consent of Stanley S. Stroup (included as part of
Exhibit 5).
23.2 Consent of KPMG LLP. Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
99 1999 Directors Stock Option Plan (incorporated by
reference to Exhibit 10(n) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1998).
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EXHIBIT 5
March 31, 2000
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of up to 600,000 shares of common stock, par value of $1-2/3 per
share, of Wells Fargo & Company, a Delaware corporation (the "Company"), and
associated preferred stock purchase rights (such shares and rights collectively
the "Shares"), that may be issued pursuant to the 1999 Directors Stock Option
Plan (the "Plan"), I have examined such corporate records and other documents,
including the registration statement on Form S-8 to be filed with the Securities
and Exchange Commission relating to the Shares (the "Registration Statement"),
and have reviewed such matters of law as I have deemed necessary for this
opinion. I advise you that in my opinion:
1. The Company is a corporation duly organized and existing under the laws of
the state of Delaware.
2. The Shares, when issued in accordance with the terms of the Plan, will be
legally and validly issued and fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Stanley S. Stroup
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EXHIBIT 23.2
[LETTERHEAD OF KPMG LLP]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Wells Fargo & Company
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wells Fargo & Company of our report dated January 18, 2000, relating
to the consolidated balance sheet of Wells Fargo & Company and Subsidiaries as
of December 31, 1999 and 1998, and the related consolidated statements of
income, changes in stockholders' equity and comprehensive income, and cash flows
for each of the years in the three-year period ended December 31, 1999, which
report is incorporated by reference in the December 31, 1999 Annual Report on
Form 10-K of Wells Fargo & Company.
/s/ KPMG LLP
San Francisco, California
March 31, 2000
<PAGE>
EXHIBIT 24
WELLS FARGO & COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of WELLS FARGO & COMPANY, a Delaware corporation, does hereby make, constitute
and appoint PAUL HAZEN, RICHARD M. KOVACEVICH, LES S. BILLER, RODNEY L. JACOBS,
STANLEY S. STROUP AND LAUREL A. HOLSCHUH, and each or any one of them, the
undersigned's true and lawful attorneys-in-fact, with power of substitution, for
the undersigned and in the undersigned's name, place and stead, to sign and
affix the undersigned's name as such director and/or officer of the Company to a
Registration Statement on Form S-8 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by the Company with
the Securities and Exchange Commission, Washington, D.C., in connection with the
registration under the Securities Act of 1933, as amended, of a maximum of
600,000 shares of common stock of the Company, including associated preferred
stock purchase rights, adjusted for any change in the number of outstanding
shares of common stock resulting from stock splits, reverse stock splits or
stock dividends occurring after the date hereof, which may be issued pursuant to
the 1999 Directors Stock Option Plan, and to file the same, with all exhibits
thereto and other supporting documents, with said Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
any and all acts necessary or incidental to the performance and execution of the
powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney this
23rd day of November, 1999.
/s/ LES BILLER /s/ RICHARD D. McCORMICK
/s/ J.A. BLANCHARD III /s/ CYNTHIA H. MILLIGAN
/s/ MICHAEL R. BOWLIN /s/ BENJAMIN F. MONTOYA
/s/ EDWARD M. CARSON /s/ PHILIP J. QUIGLEY
/s/ DAVID A. CHRISTENSEN /s/ DONALD B. RICE
/s/ WILLIAM S. DAVILA /s/ IAN M. ROLLAND
/s/ SUSAN E. ENGEL /s/ JUDITH M. RUNSTAD
/s/ PAUL HAZEN /s/ SUSAN G. SWENSON
/s/ WILLIAM A. HODDER /s/ DANIEL M. TELLEP
/s/ ROBERT L. JOSS /s/ CHANG-LIN TIEN
/s/ REATHA CLARK KING /s/ MICHAEL W. WRIGHT
/s/ RICHARD M. KOVACEVICH /s/ JOHN A. YOUNG
