Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 42K Employee Benefit Plan
2: EX-5 Opinion of Counsel re: Legality HTML 11K
3: EX-23.2 Consent of Expert or Counsel HTML 6K
4: EX-24 Power of Attorney HTML 25K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Emerging
growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
_____________
CALCULATION OF REGISTRATION FEE
Title
Of Securities
To Be Registered
Amount
To Be
Registered (1)
Proposed
Maximum
Offering Price
Per Share (2)
Proposed
Maximum
Aggregate
Offering Price (2)
Amount Of
Registration
Fee (3)
Common Stock, par value $1-2/3
6,000,000 Shares
$45.86
$275,160,000
$25,507.33
(1)Pursuant to Rule 416 under the Securities Act of 1933 (the “Act”), this registration statement also covers additional securities that may be issued as a result of stock splits, stock dividends or similar transactions.
(2)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) under the Act, based on the average of the high and low sales prices of Wells Fargo & Company common stock, as reported on the New York Stock Exchange on October 14, 2021, in accordance with Rule 457(c) under the Act.
(3)Determined in accordance with Rule 457(h) under the Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 6,000,000 shares of common stock of Wells Fargo & Company (“Wells
Fargo”) to be issued pursuant to the Wells Fargo & Company Stock Purchase Plan (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statement on Form S-8 previously filed by Wells Fargo with the Securities and Exchange Commission (the “Commission”) relating to the Plan (Registration Statement No. 333-211638), including the information contained therein, is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents (or portions thereof) filed by Wells Fargo with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than the portions of those documents not deemed to be filed). All documents were filed with the Commission under File No. 001-02979.
(d)The description of Wells Fargo’s common stock contained in Exhibit 4(c) to the Annual Report on Form 10-K for the year ended December 31, 2020, including any amendment or report filed to update such description.
All reports and/or documents filed by Wells Fargo with the Commission pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act, except for such reports and/or other documents (or portions thereof) that are only “furnished” to the Commission or that are otherwise not deemed to be filed with the Commission pursuant to such Exchange Act sections, 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 5. Interests of Named Experts and Counsel.
Maggi Bixler, Senior Vice President and Managing Counsel at Wells Fargo, has rendered an opinion regarding the legality of the shares of Wells Fargo common stock being offered pursuant to the Plan. Ms. Bixler owns, or has the right to acquire, a number of shares of Wells Fargo common stock which represents less than 0.1% of the total outstanding common stock. Ms.
Bixler is eligible to participate in the Plan.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this Registration Statement:
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 New York, State of New York, on October 21, 2021.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on October 21, 2021 by the following persons in the capacities indicated:
Charles
W. Scharf, 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.