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As filed with the Securities and Exchange Commission on December 4, 2000
Registration Statement No. 333-45384
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
Under
The Securities Act of 1933
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WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 6712 41-0449260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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
------------------------------
Brenton Banks, Inc. - 1996 Stock Option Plan
(Full title of the plan)
------------------------------
This Post-Effective Amendment No. 1 on Form S-8 to Registration Statement
on Form S-4 covers shares of the common stock, $1-2/3 par value, and associated
preferred stock purchase rights (together with such purchase rights, the
"Shares"), of Wells Fargo & Company (the "Registrant") that may be issued by the
Registrant under the plan identified above. The Registrant originally registered
the Shares pursuant to its Registration Statement on Form S-4 filed on September
8, 2000 (File No. 333-45384). The Registrant paid the registration fee at the
time of filing of the Form S-4 Registration Statement.
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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. 001-02979) pursuant to 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
Registrant's 1999 Annual Report to Stockholders and Registrant's definitive
Notice and Proxy Statement for Registrant'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 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;
o 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.
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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.
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.
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(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, 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 Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on December 4, 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
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 has been
signed on December 4, 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 PHILIP J. QUIGLEY
SUSAN E. ENGEL DONALD B. RICE A majority of the
ROBERT L. JOSS JUDITH M. RUNSTAD Board of Directors*
REATHA CLARK KING CHANG-LIN TIEN
MICHAEL W. WRIGHT
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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
-----------------------------------------
Richard M. Kovacevich
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
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<S> <C> <C>
3 Agreement and Plan of Reorganization, dated as of July 6, 2000, by and
among Wells Fargo & Company, Brenton Banks, Inc. and Brenton Bank
(incorporated by reference to Appendix A to Wells Fargo's Pre-Effective
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-45384)
filed on October 17, 2000.
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).
</TABLE>
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<TABLE>
<CAPTION>
Exhibit Form of
Number Description Filing
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<S> <C> <C>
(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).
(k) Certificate of Designations for 2000 ESOP Cumulative Convertible
Preferred Stock (incorporated by reference to Exhibit 3(o) to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 30, 2000).
(l) 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).
(m) 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).
(n) 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).
(o) 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).
(p) Bylaws (incorporated by reference to Exhibit 3(m) to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998).
(q) 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.*
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.*
</TABLE>
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* Previously filed.
