As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-96511
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 41-0449260
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
420 Montgomery Street
San Francisco, California 94163
415-477-1000
(Address of Principal Executive Offices) (Zip code)
RAGEN MACKENZIE GROUP INCORPORATED 1998 STOCK INCENTIVE COMPENSATION PLAN
RAGEN MACKENZIE GROUP INCORPORATED 1996 STOCK INCENTIVE COMPENSATION PLAN
RAGEN MACKENZIE GROUP INCORPORATED DEFERRED COMPENSATION PLAN
(Full title of the Plan)
STANLEY S. STROUP
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
WELLS FARGO & COMPANY
420 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94163
(Name and address of agent for service)
415-396-6019
(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
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Amending the Prospectus
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends Registration
Statement No. 333-96511 which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger") of Ragen
MacKenzie Group Incorporated, a Washington corporation ("Ragen MacKenzie") with
and into Romero Acquisition Corp. ("Romero"), a Washington corporation and a
wholly-owned subsidiary of Wells Fargo & Company, a Delaware corporation ("Wells
Fargo" or the "Registrant"). The Original Registration Statement as amended by
this Post-Effective Amendment No. 1 is referred to herein as the "Registration
Statement." In connection with the filing of the Original Registration
Statement, 7,779,508 shares of Wells Fargo common stock, par value $1-2/3 per
share (the "Wells Fargo Common Stock"), along with related Preferred Share
Purchase Rights (the "Rights"), were registered with the Securities and Exchange
Commission (the "Commission") and the applicable filing fee was paid. The terms
of the Rights are as set forth in a rights agreement, dated as of October 21,
1998, between Wells Fargo and ChaseMellon Shareholder Services, L.L.C., as
rights agent. The number of shares so registered pursuant to the Original
Registration Statement were those shares which are expected to be distributed to
the holders of Ragen MacKenzie common stock, par value $0.01 per share (the
"Ragen MacKenzie Common Stock"), in connection with the Merger, including shares
which are necessary to be distributed, or reserved for issuance, to Ragen
MacKenzie employees and directors in connection with certain employee benefit
plans of Ragen MacKenzie in effect at the time of the Merger as listed on the
cover of this Post-Effective Amendment No. 1 (the "Ragen MacKenzie Plans").
Pursuant to the terms of the Merger, all outstanding Ragen MacKenzie stock
options exercisable for Ragen MacKenzie Common Stock under the Ragen MacKenzie
Plans are to be converted into stock options exercisable for Wells Fargo Common
Stock after the effective time of the Merger based on a formula which will be
described in the offering material sent to holders of the Ragen MacKenzie stock
options pursuant to the Ragen MacKenzie Plans. In addition, modifications will
be made in the Ragen MacKenzie Plans to provide for the issuance of Wells Fargo
Common Stock in lieu of Ragen MacKenzie Common Stock, as provided in the
relevant plan, after the effective time of the Merger.
-1-
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Wells Fargo (File No. 1-2979)
with the Commission are incorporated by reference in the Registration Statement:
(a) Wells Fargo's 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;
(b) Wells Fargo's Current Reports on Form 8-K dated January 18,
2000, and January 26, 2000;
(c) the description of Wells Fargo Common Stock contained in the
Current Report on Form 8-K filed October 14, 1997, including any amendment
or report filed with the Commission for the purpose of updating such
description; and
(d) the description of Wells Fargo's Rights included in its
Registration Statement on Form 8-A dated October 21, 1998, including any
amendment or report filed with the Commission for the purpose of updating
such description.
All documents filed by Registrant with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (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
This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
This item is inapplicable.
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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 provides for broad indemnification of
directors and officers.
The Registrant also maintains insurance coverage relating to certain
liabilities of directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"), may be permitted to directors, officers or persons
controlling Wells Fargo pursuant to the foregoing provisions, Wells Fargo has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed
This item is inapplicable.
Item 8. Exhibits
This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
2.1 Agreement and Plan of Merger, dated as of September 28, 1999, by and
among Ragen MacKenzie, Wells Fargo, and Romero (incorporated by
reference to Appendix A of Wells Fargo's Registration Statement on
Form S-4 (Registration No. 333-96511), previously filed on February
9, 2000)
5.1 Opinion of Stanley S. Stroup, Esq. as to legality of
securities being issued*
23.1 Consent of KPMG LLP
23.2 Consent of Stanley S. Stroup, Esq. (included in
Exhibit 5.1 hereof)
24.1 Powers of Attorney*
99.1 Ragen MacKenzie Group Incorporated 1998 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form S-1/A, File No. 333-50735, filed by Ragen
MacKenzie with the Commission on June 1, 1998).
99.2 Ragen MacKenzie Group Incorporated Deferred Compensation Plan
(incorporated by reference to Exhibit 10.21 to the Annual Report on
Form 10-K for the fiscal year ended September 25, 1998, filed by
Ragen MacKenzie with the Commission on December 18, 1998).
<PAGE>
99.3 Ragen MacKenzie Group Incorporated 1996 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-1, File No. 333-50735, filed by Ragen MacKenzie
with the Commission on April 22, 1998).
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* Previously filed.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective 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 post-effective 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)
if, in the aggregate, the changes in volume and price represent
no more than a 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 (l)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective 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.
(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.
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(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of 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.
(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to Registrant's indemnification
provisions, or otherwise, Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by 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, 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 MARCH 31, 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
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4
HAS BEEN SIGNED MARCH 31, 2000, BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED:
/s/ Richard M. Kovacevich
- ------------------------------- President and Chief Executive Officer
Richard M. Kovacevich (Principal Executive Officer)
/s/ Ross J. Kari
- ------------------------------- Executive Vice President and Chief
Ross J. Kari Financial Officer
(Principal Financial Officer)
/s/ Les L. Quock
- ------------------------------- Senior Vice Presidentand Controller
Les L. Quock (Principal Accounting Officer)
LES BILLER RICHARD D. McCORMICK
J.A. BLANCHARD III CYNTHIA H. MILLIGAN
MICHAEL R. BOWLIN PHILIP J. QUIGLEY
EDWARD M. CARSON DONALD B. RICE
DAVID A. CHRISTENSEN IAN M. ROLLAND
WILLIAM S. DAVILA JUDITH M. RUNSTAD A majority of the
SUSAN E. ENGEL SUSAN G. SWENSON Board of Directors*
PAUL HAZEN DANIEL M. TELLEP
WILLIAM A. HODDER 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
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Richard M. Kovacevich
Attorney-in-Fact
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Index to Exhibits
Exhibit
Number Description of Exhibits
2.1 Agreement and Plan of Merger, dated as of September 28, 1999, by and
among Ragen MacKenzie, Wells Fargo, and Romero (incorporated by
reference to Appendix A of Wells Fargo's Registration Statement on
Form S-4 (Registration No. 333-96511), previously filed on February
9, 2000)
5.1 Opinion of Stanley S. Stroup, Esq. as to legality of
securities being issued*
23.1 Consent of KPMG LLP
23.2 Consent of Stanley S. Stroup, Esq. (included in Exhibit 5.1 hereof)
24.1 Powers of Attorney*
99.4 Ragen MacKenzie Group Incorporated 1998 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form S-1/A, File No. 333-50735, filed by Ragen
MacKenzie with the Commission on June 1, 1998).
99.5 Ragen MacKenzie Group Incorporated Deferred Compensation Plan
(incorporated by reference to Exhibit 10.21 to the Annual Report on
Form 10-K for the fiscal year ended September 25, 1998, filed by
Ragen MacKenzie with the Commission on December 18, 1998).
99.6 Ragen MacKenzie Group Incorporated 1996 Stock Incentive Compensation
Plan (incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form S-1, File No. 333-50735, filed by Ragen MacKenzie
with the Commission on April 22, 1998).
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* Previously filed.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Wells Fargo & Company:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 included in this Registration Statement (No. 333-96511) on Form S-8 of
Wells Fargo & Company ("the 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 Company's December 31,
1999 Annual Report on Form 10-K.
/s/ KPMG LLP
San Francisco, California
March 31, 2000
