UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 41-0255900
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(Address of principal executive offices) (Zip code)
NOVA CORPORATION AMENDED AND RESTATED 2000 EMPLOYEES STOCK INCENTIVE PLAN, AS AMENDED
NOVA CORPORATION 1996 EMPLOYEES STOCK INCENTIVE PLAN, AMENDED AND RESTATED AS OF AUGUST 3, 2000
NOVA CORPORATION 1991 EMPLOYEES' STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
NOVA CORPORATION 1996 DIRECTORS STOCK OPTION PLAN
PMT SERVICES, INC. 1997 NONQUALIFIED STOCK OPTION PLAN
PMT SERVICES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
PMT SERVICES, INC. 1994 INCENTIVE STOCK PLAN
OPTION AGREEMENT DATED MAY 6, 1999, BETWEEN NOVA CORPORATION AND EDWARD GRZEDZINSKI
(Full title of the plans)
LEE R. MITAU, ESQ.
U.S. BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402-4302
(Name and address of agent for service)
(612) 973-1111
(Telephone number, including area code, of agent for service)
Copy to:
JAY L. SWANSON, ESQ.
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 340-2600
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE(2) REGISTRATION FEE(3)
----------------------------------------------------------------------------------
Common Stock
($.01 par value)(4) 8,743,101 Shares $136,664,332 $34,167
----------------------------------------------------------------------------------
(1) Represents the shares of common stock of U.S. Bancorp issuable upon
the exercise of options pursuant to the NOVA Corporation Amended and
Restated 2000 Employees Stock Incentive Plan, as Amended; NOVA
Corporation 1996 Employees Stock Incentive Plan, Amended and Restated
as of August 3, 2000; NOVA Corporation 1991 Employees' Stock Option and
Stock Appreciation Rights Plan; NOVA Corporation 1996 Directors Stock
Option Plan; PMT Services, Inc. 1997
Nonqualified Stock Option Plan; PMT Services, Inc. 1994 Non-Employee
Director Stock Option Plan; PMT Services, Inc. 1994 Incentive Stock
Plan; and the Option Agreement dated May 6, 1999, between NOVA
Corporation and Edward Grzedzinski.
(2) Calculated solely for the purpose of this offering in
accordance with Rule 457(h) on the basis of the maximum offering
price per share at which the options may be exercised.
(3) In connection with the filing of its Registration Statement on
Form S-4 (File No. 333-62076), U.S. Bancorp paid a registration
fee on an aggregate of 62,642,310 shares of U.S. Bancorp common stock,
calculated in accordance with Rules 457(f) and 457(c) under the
Securities Act of 1933, including 5,693,190 shares of common stock
issuable upon the exercise of options under the plans enumerated in
Note 1 above that have not been exercised prior to the date of
this Registration Statement on Form S-8. Accordingly, pursuant to
Rule 457(b), U.S. Bancorp is applying $29,884, the portion of the
fee paid under the Registration Statement on Form S-4 for the
common stock issuable upon exercise of such options, against the fee
payable for the securities registered hereunder. Accordingly, a
registration fee of $4,283 to register the remaining 3,049,911 shares
subject to options is payable herewith.
(4) Includes corresponding rights to acquire shares of U.S. Bancorp common
stock pursuant to the Rights Agreement, dated as of February 27, 2001,
between U.S. Bancorp and Firstar Bank, N.A.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by U.S. Bancorp with the
Securities and Exchange Commission, are incorporated by reference in this
registration statement, as of their respective dates:
(a) U.S. Bancorp's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) U.S. Bancorp's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001;
(c) U.S. Bancorp's Current Reports on Form 8-K and Form 8-K/A,
filed on February 28, 2001, March 6, 2001, March 12, 2001,
March 16, 2001, April 17, 2001 (two reports), April 23, 2001,
May 3, 2001 and July 17, 2001; and
(d) the description of U.S. Bancorp's common stock and common
stock purchase rights contained in any registration statement
or report filed by U.S. Bancorp under the Securities Act of
1933, as amended (the "Securities Act"), or in any report
filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.
In addition, all documents filed by U.S. Bancorp pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document all or part of which is incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which 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 of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, U.S. Bancorp will indemnify its directors and
officers under certain circumstances against all expenses and liabilities
incurred by them as a result of suits brought against them as directors and
officers of U.S. Bancorp. The indemnified directors, advisory directors and
officers must act in good faith and in a manner they reasonably believe to be in
the best interests of U.S. Bancorp, and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was unlawful. U.S.
Bancorp will not indemnify directors, advisory directors and officers for
expenses in respect of any matter as to which the indemnified directors and
officers shall have been adjudged to be liable to U.S. Bancorp, unless the court
in which the action or suit was brought shall determine otherwise. U.S. Bancorp
may indemnify officers, advisory directors and directors only as authorized in
each specific case upon a determination by the shareholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable statutory standard of conduct.
Article Ninth of U.S. Bancorp's certificate of incorporation provides
that a director will not be liable to U.S. Bancorp or its shareholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability: (a) for any breach of the director's duty of loyalty to U.S. Bancorp
or its shareholders, (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (c) under the Delaware
statutory provision making directors personally liable for unlawful payment of
dividends or unlawful stock repurchases or redemptions, or (d) for any
transaction from which the directors derived an improper personal benefit.
Article VI of U.S. Bancorp's bylaws provides that the officers,
directors and advisory directors of U.S. Bancorp will be indemnified to the full
extent permitted by the DGCL. The board of directors has discretion to indemnify
any employee of U.S. Bancorp for actions arising by reason of the employee's
employment with U.S. Bancorp. U.S. Bancorp will pay expenses incurred by
officers, directors and advisory directors in defending actions in advance of
any final disposition if the officer, director or advisory director agrees to
repay the amounts if it is ultimately determined that he or she is not entitled
to be indemnified under the bylaws, Delaware law or otherwise.
U.S. Bancorp maintains a standard policy of officers' and directors'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of U.S. Bancorp, as
amended. (Incorporated by reference to Exhibit 3.1 to U.S.
Bancorp's Annual Report on Form 10-K for the year ended
December 31, 2000.)
4.2 Restated Bylaws of U.S. Bancorp. (Incorporated by reference to
Exhibit 3.2 to U.S. Bancorp's Annual Report on Form 10-K for
the year ended December 31, 2000.)
4.3 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies
of instruments defining the rights of holders of long-term
debt are not filed. U.S. Bancorp agrees to furnish a copy
thereof to the Securities and Exchange Commission upon
request.
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S.
Bancorp and First Chicago Trust Company of New York, as
Warrant Agent, and Form of Warrant. (Incorporated by reference
to Exhibits 4.18 and 4.19 to U.S. Bancorp's Registration
Statement on Form S-3, File No. 33-61667.)
4.5 Certificate of Designation and Terms of Term Participating
Preferred Stock of U.S. Bancorp. (Incorporated by reference to
Exhibit 4.1 to the U.S. Bancorp's Registration Statement on
Form S-4, File No. 333-75603.)
4.6 Forms of Warrant Agreements, dated as of November 5, 1996,
between Monarch Bancorp (predecessor of Western Bancorp) and
certain Warrantholders, and accompanying Forms of Warrants,
assumed by U.S. Bancorp upon its acquisition of Western
Bancorp on November 15, 1999. (Incorporated by reference to
Exhibit 4.5 to U.S. Bancorp's Annual Report on Form 10-K for
the year ended December 31, 1999.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of
the securities being registered.
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
23.2 Consent of PricewaterhouseCoopers LLP (relating to financial
statements of U.S. Bancorp).
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24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) 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;
(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 Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act
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; and
(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) above will 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
Securities and Exchange Commission 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, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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
Securities 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 other
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
Securities Act and will be governed by the final adjudication of such issue.
3
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 registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Minneapolis, State of Minnesota, as of the 24th day of July, 2001.
U.S. Bancorp
By: /s/ Jerry A. Grundhofer
--------------------------------------
Jerry A. Grundhofer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 24th day of July, 2001.
Signature Title
--------------------------------- ----------------------------------------
/s/ Jerry A. Grundhofer President and Chief Executive Officer and
--------------------------------- Director (principal executive officer)
Jerry A. Grundhofer
/s/ David M. Moffett Chief Financial Officer
--------------------------------- (principal financial officer)
David M. Moffett
/s/ Terrance R. Dolan Senior Vice President and Controller
--------------------------------- (principal accounting officer)
Terrance R. Dolan
/s/ Linda L. Ahlers* Director
---------------------------------
Linda L. Ahlers
/s/ Victoria Buyniski Gluckman* Director
---------------------------------
Victoria Buyniski Gluckman
Director
---------------------------------
Arthur D. Collins, Jr.
/s/ Peter H. Coors* Director
---------------------------------
Peter H. Coors
/s/ John C. Dannemiller* Director
---------------------------------
John C. Dannemiller
/s/ Joshua Green III* Director
---------------------------------
Joshua Green III
/s/ John F. Grundhofer* Director
---------------------------------
John F. Grundhofer
/s/ J.P. Hayden, Jr.* Director
---------------------------------
J.P. Hayden, Jr.
/s/ Roger L. Howe* Director
---------------------------------
Roger L. Howe
Director
---------------------------------
Thomas H. Jacobsen
/s/ Delbert W. Johnson* Director
---------------------------------
Delbert W. Johnson
/s/ Joel W. Johnson* Director
---------------------------------
Joel W. Johnson
/s/ Jerry W. Levin* Director
---------------------------------
Jerry W. Levin
/s/ Sheldon B. Lubar* Director
---------------------------------
Sheldon B. Lubar
Director
---------------------------------
Frank Lyon, Jr.
/s/ Daniel F. McKeithan, Jr.* Director
---------------------------------
Daniel F. McKeithan, Jr.
/s/ David B. O'Maley* Director
---------------------------------
David B. O'Maley
/s/ O'dell M. Owens, M.D.* Director
---------------------------------
O'dell M. Owens, M.D.
/s/ Thomas E. Petry* Director
---------------------------------
Thomas E. Petry
/s/ Richard G. Reiten* Director
---------------------------------
Richard G. Reiten
/s/ S. Walter Richey* Director
---------------------------------
S. Walter Richey
Director
---------------------------------
Warren R. Staley
/s/ Patrick T. Stokes Director
---------------------------------
Patrick T. Stokes
/s/ John J. Stollenwerk Director
---------------------------------
John J. Stollenwerk
*By DAVID M. MOFFETT Attorney-in-fact for the persons
--------------------------------- indicated above with an *
David M. Moffett
Attorney-in-fact
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of U.S. Bancorp, as amended.
(Incorporated by reference to Exhibit 3.1 to U.S. Bancorp's Annual
Report on Form 10-K for the year ended December 31, 2000.)
4.2 Restated Bylaws of U.S. Bancorp. (Incorporated by reference to Exhibit
3.2 to U.S. Bancorp's Annual Report on Form 10-K for the year ended
December 31, 2000.)
4.3 Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
instruments defining the rights of holders of long-term debt are not
filed. U.S. Bancorp agrees to furnish a copy thereof to the Securities
and Exchange Commission upon request.
4.4 Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
and First Chicago Trust Company of New York, as Warrant Agent, and Form
of Warrant. (Incorporated by reference to Exhibits 4.18 and 4.19 to
U.S. Bancorp's Registration Statement on Form S-3, File No. 33-61667.)
4.5 Certificate of Designation and Terms of Term Participating Preferred
Stock of U.S. Bancorp. (Incorporated by reference to Exhibit 4.1 to the
U.S. Bancorp's Registration Statement on Form S-4, File No. 333-75603.)
4.6 Forms of Warrant Agreements, dated as of November 5, 1996, between
Monarch Bancorp (predecessor of Western Bancorp) and certain
Warrantholders, and accompanying Forms of Warrants, assumed by U.S.
Bancorp upon its acquisition of Western Bancorp on November 15, 1999.
(Incorporated by reference to Exhibit 4.5 to U.S. Bancorp's Annual
Report on Form 10-K for the year ended December 31, 1999.)
5.1 Opinion and consent of Dorsey & Whitney LLP as to legality of the
securities being registered.
23.1 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
23.2 Consent of PricewaterhouseCoopers LLP (relating to financial statements
of U.S. Bancorp).
24.1 Powers of Attorney.