-----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, Biuk7LrI9Zu1ta3Ozv9Irr8ubcyI5Wdvhu0o4ZeWw6Z9WaYCAUWDyPfvfUY7AfZf bSkc9RUuBHDJAAh0zEhxnQ== 0000898432-99-000675.txt : 19990607 0000898432-99-000675.hdr.sgml : 19990607 ACCESSION NUMBER: 0000898432-99-000675 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990604 EFFECTIVENESS DATE: 19990604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80009 FILM NUMBER: 99640742 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: 3026518516 MAIL ADDRESS: STREET 1: 1100 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19890 S-8 1 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) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 - -------------------- ---------------- ---------------- ------------- --------------- Options (1) Common Stock, par value $1.00 per share 1,600,000 (2) $57.5625 $92,100,000.00 $25,603.80
(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- 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- 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- 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- (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- 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- 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- /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- /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- /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- /s/ Robert W. Tunnell, Jr. ----------------------------------- Robert W. Tunnell, Jr. Director (Date) May 20, 1999 -12- 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- EX-5 2 OPINION OF COUNSEL AS TO LEGALITY OF REGISTRANT'S COMMON STOCK EXHIBIT 5 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 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. 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 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 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 -----END PRIVACY-ENHANCED MESSAGE-----