AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
WILMINGTON TRUST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-0328154
- ----------------- -------------------
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
- ---------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
1999 Long-Term Incentive Plan
Executive Incentive Plan
--------------------------------
(Full title of the plans)
Thomas P. Collins
Vice President and Secretary
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
------------------------------------------
(Name and address of agent for service)
(302) 651-1693
------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price offering registration
registered registered per unit (3) price (3) fee
- -------------------- ---------------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
Options (1)
Common Stock,
par value
$1.00 per share 1,600,000 (2) $57.5625 $92,100,000.00 $25,603.80
</TABLE>
(1) Since Wilmington Trust Corporation ("WTC") will distribute the
options to be registered hereunder for no value, no separate
registration fee is required.
(2) This registration statement relates to the issuance to employees
of WTC and its subsidiaries of up to 1,500,000 shares of WTC's
common stock pursuant to our 1999 Long-Term Incentive Plan and up to
100,000 shares of WTC's common stock pursuant to our Executive
Incentive Plan (collectively, the "Plans")
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, and solely for the purpose of calculating the registration
fee, the proposed maximum aggregate offering price per unit of
common stock is based upon $57.5625, the average of the high and low
sale prices of the registrant's common stock on the New York Stock
Exchange on May 27, 1999.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we have filed with the SEC, are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
3. The description of our common stock contained on pages 27 through 29
of the proxy statement of Wilmington Trust Company dated May 2, 1991;
and
4. The description of our preferred stock purchase rights contained in
the Registration Statement on Form 8-A filed on January 28, 1995.
All reports and other documents we subsequently file pursuant to Sections
12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this registration
statement from the date of filing those reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement is deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or any other document subsequently filed that
also is or is deemed to be incorporated by reference in this registration
statement modifies or supersedes that statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed
upon the validity of our common stock offered hereby. Mr. Chamberlain is an
officer and employee of Wilmington Trust Company, all of whose stock is owned by
WTC, and an officer of WTC and other of its subsidiaries.
-3-
<PAGE>
OTHER EXPERTS.
The consolidated financial statements of WTC and its subsidiaries
incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 1998 have been audited by Ernst & Young, LLP, independent auditors,
as set forth in their report dated January 22, 1999 accompanying those financial
statements incorporated by reference in that Form 10-K and are incorporated by
reference in this registration statement in reliance upon that report given upon
the authority of that firm as experts in accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Restated Certificate of Incorporation provides that a director will
not be liable to WTC or its stockholders for monetary damages for breach of
fiduciary duty as a director, unless that limitation on liability is not
permitted under Delaware's General Corporation Law. Our Bylaws provide that we
will indemnify a person threatened to be made a party or otherwise involved in
any proceeding because he or she is or was our director or officer, or is or was
serving at our written request as a director, officer, employee or agent of
another entity, against liability that person suffers and expenses that person
incurs. We must indemnify a person in connection with a proceeding that person
initiates only if our Board of Directors authorized that proceeding.
Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Exhibit
- ------ -------
5 Opinion of counsel as to legality of registrant's common stock
23.1 Consent of Gerard A. Chamberlain, Esquire
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney of Directors and Officers
of the registrant (included on the signature pages of this
registration statement)
-4-
<PAGE>
Item 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which any 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 (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of
1934 and 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.
-5-
<PAGE>
(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.
(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 into 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.
(h) 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 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
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-6-
<PAGE>
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 Wilmington, State of Delaware, on May 20, 1999.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
------------------------------
Ted T. Cecala,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas P. Collins and/or Gerard A. Chamberlain
his or her true and lawful attorney(s)-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and
thing, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that those attorney(s)-in-fact and
agent(s), or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
-7-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Ted T. Cecala
-----------------------------------
Ted T. Cecala
Director, Chairman of the Board
and Chief Executive Officer
(Date) May 20, 1999
/s/ Robert V.A. Harra, Jr.
-----------------------------------
Robert V.A. Harra, Jr.
Director, President, Chief
Operating Officer and Treasurer
(Date) May 20, 1999
/s/ David R. Gibson
-----------------------------------
David R. Gibson
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
(Date) May 20, 1999
/s/ Carolyn S. Burger
-----------------------------------
Carolyn S. Burger
Director
(Date) May 20, 1999
-8-
<PAGE>
/s/ Richard R. Collins
-----------------------------------
Richard R. Collins
Director and member of Wilmington
Trust's Compensation Committee
(Date) May 20, 1999
/s/ Charles S. Crompton, Jr.
-----------------------------------
Charles S. Crompton, Jr.
Director and member of Wilmington
Trust's Compensation Committee
(Date) May 20, 1999
/s/ H. Stewart Dunn, Jr.
-----------------------------------
H. Stewart Dunn, Jr.
Director
(Date) May 20, 1999
/s/ Edward B. duPont
-----------------------------------
Edward B. duPont
Director
(Date) May 20, 1999
/s/ R. Keith Elliott
-----------------------------------
R. Keith Elliott
Director
(Date) May 20, 1999
-9-
<PAGE>
/s/ Robert C. Forney
-----------------------------------
Robert C. Forney
Director and Member of Wilmington
Trust's Compensation Committee
(Date) May 20, 1999
/s/ Andrew B. Kirkpatrick, Jr.
-----------------------------------
Andrew B. Kirkpatrick, Jr.
Director
(Date) May 20, 1999
/s/ Rex L. Mears
-----------------------------------
Rex L. Mears
Director
(Date) May 20, 1999
/s/ Hugh E. Miller
-----------------------------------
Hugh E. Miller
Director and Member of Wilmington
Trust's Compensation Committee
(Date) May 20, 1999
/s/ Stacey J. Mobley
-----------------------------------
Stacey J. Mobley
Director and Member of Wilmington
Trust's Compensation Committee
(Date) May 20, 1999
-10-
<PAGE>
/s/ Leonard W. Quill
-----------------------------------
Leonard W. Quill
Director
(Date) May 20, 1999
/s/ David P. Roselle
-----------------------------------
David P. Roselle
Director
(Date) May 20, 1999
/s/ H. Rodney Sharp, III
-----------------------------------
H. Rodney Sharp, III
Director
(Date) May 20, 1999
/s/ Thomas P. Sweeney
-----------------------------------
Thomas P. Sweeney
Director
(Date) May 20, 1999
/s/ Mary Jornlin Theisen
-----------------------------------
Mary Jornlin Theisen
Director
(Date) May 20, 1999
-11-
<PAGE>
/s/ Robert W. Tunnell, Jr.
-----------------------------------
Robert W. Tunnell, Jr.
Director
(Date) May 20, 1999
-12-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
5 Opinion of counsel as to legality of registrant's common stock
23.1 Consent of Gerard A. Chamberlain, Esquire
(included in Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney of Directors and Officers (included on the signature
pages of this registration statement)
-13-
OPINION OF COUNSEL AS TO LEGALITY OF REGISTRANT'S COMMON STOCK
EXHIBIT 5
<PAGE>
Gerard A. Chamberlain, Esquire
2431 Brown Street
Philadelphia, Pennsylvania 19130
(215) 232-4212
June 4, 1999
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Wilmington Trust Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I have served as counsel to Wilmington Trust Corporation, a Delaware
corporation ("WTC"), in connection with preparing and filing the above-captioned
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933. The Registration Statement covers awards in respect of
up to 1,500,000 shares of common stock of WTC, par value $1.00 per share (the
"Common Stock"), pursuant to WTC's 1999 Long Term Incentive Plan, and up to
100,000 shares of Common Stock pursuant to WTC's Executive Incentive Plan (the
1999 Long-Term Incentive Plan and the Executive Incentive Plan hereinafter are
sometimes collectively referred to as the "Plans").
In rendering this opinion, I have examined executed originals or copies of
the following documents:
a. The Registration Statement;
b. WTC's Revised Certificate of Corporation as amended
through the date hereof;
c. WTC's Bylaws as amended through the date hereof;
d. The 1999 Long-Term Incentive Plan; and
e. The Executive Incentive Plan.
In connection with the opinions expressed herein, I also have examined
originals or copies certified or otherwise identified to my satisfaction of
corporate records, certificates of public officials and officers and other
<PAGE>
Wilmington Trust Corporation
June 4, 1999
Page 2
representatives of WTC and such other instruments as I have deemed necessary or
appropriate for the purposes of rendering this opinion.
As to various questions of fact material to this opinion, I have relied
upon certificates and other documents of officers or representatives of WTC and
of public officials. I have conducted no independent investigation of any kind
as to any factual matters relevant to the opinions expressed herein, and with
respect to those factual matters I have relied exclusively on the documents and
certificates I have examined and have assumed the accuracy of the matters stated
therein.
For purposes of this opinion, I have assumed, without any independent
investigation or verification of any kind:
a. The genuineness of all signatures of, and the incumbency,
authority and legal right and power under all applicable laws,
statutes, rules and regulations of, the officers and other
persons signing the Registration Statement and the other
documents executed and delivered therewith;
b. The authenticity and completeness of all documents
submitted to me as originals; and
c. The conformity to authentic original documents and
completeness of any documents submitted to me as certified,
conformed or photostatic copies.
Based upon and subject to the foregoing and the additional qualifications
and other matters set forth below, I am of the opinion that:
1. The Common Stock that is the subject of the Registration
Statement, when issued in accordance with the terms and conditions of the Plans,
will be duly and validly issued; and
2. Each of the 1,600,000 shares of Common Stock which are the
subject of the Registration Statement, when issued upon payment of the specified
exercise price, if any, and in accordance with the terms and conditions of the
Plans, will be duly and validly issued by WTC, fully paid and non-assessable.
I am a member of the Pennsylvania bar. The opinions expressed in this
opinion letter are limited to Delaware's General Corporation Law. I am not
opining on, and I assume no responsibility for, the applicability to or effect
on any of the matters covered herein of any other laws or the laws of any other
jurisdiction.
<PAGE>
Wilmington Trust Corporation
June 4, 1999
Page 3
This opinion letter is rendered only to you and is solely for your
benefit. I hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement.
The opinions set forth above are rendered as of the date of this letter. I
assume no obligation to update or supplement any of those opinions to reflect
any changes of law or fact that may occur subsequent to the date hereof.
Very truly yours,
/s/ Gerard A. Chamberlain
Gerard A. Chamberlain, Esquire
GAC/alf
CONSENT OF ERNST & YOUNG LLP
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Other Experts" in the
Registration Statement on Form S-8 dated May 20, 1999 pertaining to the 1999
Long-Term Incentive Plan and Executive Incentive Plan of Wilmington Trust
Corporation and to the incorporation by reference therein of our report dated
January 22, 1999, with respect to the consolidated financial statements and
schedules of Wilmington Trust Corporation incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 2, 1999
