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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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WELLS FARGO & COMPANY
(Exact name of registrant as specified in charter)
Delaware 6712 41-0449260
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
(800) 411-4932
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Wells Fargo Financial Thrift and Profit Sharing Plan
(Full title of the plan)
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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)
Copies to:
Robert J. Kaukol
Wells Fargo & Company
1050 17th Street, Suite 120
Denver, Colorado 80265
(303) 899-5802
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================== ================== ===================== ===================== ================
Proposed Maximum Proposed Maximum Amount Of
Title Of Each Class of Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Unit Offering Price Fee
------------------------------------------- ------------------ --------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Common stock, $1-2/3 par value, and 4,000,000 $50.06 (2) $200,240,000 $50,060.00(3)
associated preferred stock purchase
rights(1)
=========================================== ================== ===================== ===================== ================
</TABLE>
(1) Each share of common stock includes one preferred stock purchase right.
(2) Determined in accordance with Rule 457(h) based on the average of the high
and low sales prices of the registrant's common stock for December 15,
2000, as reported on the New York Stock Exchange.
(3) Based on .00025 of the proposed maximum aggregate offering price.
---------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Wells Fargo & Company ("Wells Fargo")
with the Securities and Exchange Commission (the "Commission") (File
No. 001-02979) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference:
o 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 Wells Fargo's 1999 Annual Report to
Stockholders and Wells Fargo's definitive Notice and Proxy
Statement for Wells Fargo's 2000 Annual Meeting of Stockholders;
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;
o Current Report on Form 8-K filed November 30, 2000, which
includes as Exhibits 99(a) and 99(b), respectively, the
Supplemental Consolidated Management's Discussion and Analysis of
Results of Operations and Financial Condition and Supplemental
Financial Statements of Wells Fargo as of and for the three years
ended December 31, 1999, and the Supplemental Consolidated
Management's Discussion and Analysis of Results of Operations and
Financial Condition and Supplemental Financial Statements of
Wells Fargo as of and for the nine months ended September 30,
2000.
o Current Reports on Form 8-K filed January 18, 2000, January 26,
2000, April 12, 2000, April 18, 2000, July 18, 2000, September
28, 2000 and October 17, 2000;
o The description of Wells Fargo's common stock contained in Wells
Fargo's Current Report on Form 8-K filed October 14, 1997,
including any amendment or report filed to update such
description;
o The description of Wells Fargo's preferred stock purchase rights
contained in Wells Fargo's Registration Statement on Form 8-A
dated October 21, 1998, including any amendment or report filed
to update such description; and
o All documents filed by Wells Fargo 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
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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.
Item 8. Exhibits.
See Exhibit Index
Wells Fargo or its subsidiary, Wells Fargo Financial, Inc., will
submit or has submitted the Wells Fargo Financial Thrift and Profit
Sharing Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner, and has made or will make all changes
required by the IRS in order to qualify the plan.
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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) (ss.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.
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(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, 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
The Registrant. 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 December
22, 2000.
WELLS FARGO & COMPANY
By: /s/ Richard M. Kovacevich
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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 December 22, 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
MICHAEL R. BOWLIN CYNTHIA H. MILLIGAN
DAVID A. CHRISTENSEN BENJAMIN F. MONTOYA
SPENCER F. ECCLES PHILIP J. QUIGLEY
SUSAN E. ENGEL DONALD B. RICE A majority of the
PAUL HAZEN JUDITH M. RUNSTAD Board of Directors*
ROBERT L. JOSS SUSAN G. SWENSON
REATHA CLARK KING MICHAEL W. WRIGHT
RICHARD M. KOVACEVICH
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*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
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Richard M. Kovacevich
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
plan administrator has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Des
Moines, state of Iowa, on December 22, 2000.
WELLS FARGO FINANCIAL THRIFT
AND PROFIT SHARING PLAN
By the Retirement Committee:
By /s/ James E. Goodson
--------------------------------
James E. Goodson, Member
By /s/ Patricia McFarland
--------------------------------
Patricia McFarland, Member
By /s/ Dennis E. Young
--------------------------------
Dennis E. Young, Member
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INDEX TO EXHIBITS
Number Description
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5 Opinion of Stanley S. Stroup.
23.1 Consent of Stanley S. Stroup (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney.
