-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AzWNv1YdJR/SUK3zHtVDFZLh8zhaPMwHGArvlnE77lysPqRGYHXk7CnoXbTLxBoL SsCfkVR+VY6HGi++ASEHNw== 0000898822-00-000166.txt : 20000403 0000898822-00-000166.hdr.sgml : 20000403 ACCESSION NUMBER: 0000898822-00-000166 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000331 EFFECTIVENESS DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410449260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-96511 FILM NUMBER: 591357 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET STREET 2: SIXTH & MARQUETTE CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: NORWEST CENTER STREET 2: SIXTH & MARQUETTE CITY: MINNEAPOLIS STATE: MN ZIP: 55479 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on March 31, 2000 Registration No. 333-96511 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Amending the Prospectus 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- 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. 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). 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). - ------------------------------- * 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. (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. 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 ------------------------------------- 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 ------------------------------------- Richard M. Kovacevich Attorney-in-Fact 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). - ------------------------------- * Previously filed. EX-23 2 CONSENT OF KPMG LLP 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 -----END PRIVACY-ENHANCED MESSAGE-----