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Registration No. __________
As filed with the Securities and Exchange Commission on August 27, 2001
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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
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(State of Incorporation)
41 0255900
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(I.R.S. Employer Identification No.)
601 Second Avenue South, Minneapolis, Minnesota 55402
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(Address of Principal Executive Offices) (Zip Code)
2001 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of the Plan)
Jennie P. Carlson, Esq.
Executive Vice President
Deputy General Counsel and Secretary
U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (612) 973-2845
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
----------------------- --------------------- ------------------------ ----------------------- ---------------------
Common Stock, 11,600,000 shares $24.86 $288,376,000 $72,094
par value $.01
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(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of U.S. Bancorp as may become issuable
with respect to all or any of the registered shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, on the average
of the high and low prices of the Common Stock on August 20, 2001, on the
New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company are incorporated by reference
into and made a part of this registration statement. In addition, all documents
subsequently filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference into this registration statement and to be a part hereof from the
date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 and for the quarter ended June 30,
2001;
(c) The Company's Current Reports on Form 8-K dated January 22,
2001, February 28, 2001, March 6, 2001, March 12, 2001,
March 16, 2001, April 17, 2001 (two Current Reports), April
23, 2001, May 3, 2001, July 17, 2001, July 25,2001, July 31,
2001 and August 6, 2001; and
(d) The description of the Company's common stock contained in
its Registration Statement on Form 8-A dated March 19, 1984,
as amended in its entirety by the Form 8 Amendment dated
February 26, 1993 and the Form 8-A/A-2 dated October 6,
1994, filed pursuant to Section 12 of the Securities
Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock registered hereby has
been passed upon by Taft, Stettinius & Hollister LLP, Cincinnati, Ohio.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware authorizes
the indemnification of directors and officers against liability incurred by
reason of being a director or officer and against expenses (including attorneys'
fees) in connection with defending any action seeking to establish such
liability (i) in the case of third-party claims, if the officer or director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of
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the corporation (and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful), and (ii) in the case of actions by
or in the right of the corporation, if the officer or director acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and if such officer or director shall not have been
adjudged liable to the corporation, unless a court otherwise determines.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that no director shall be personally liable to the Company for monetary
damages for breach of fiduciary duty by such director as a director, except for
liability (i) for breach of the director's duty of loyalty to the Company or its
stock holders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article VI of the Company's Restated Bylaws provide broad
indemnification of directors and officers.
The Company also maintains insurance coverage relating to certain
liabilities of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
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4.1(1) Restated Certificate of Incorporation of U.S. Bancorp. Filed as
Exhibit 3.1 to report on Form 10-K for the year ended December 31, 2000.
4.2(1) Restated Bylaws of U.S. Bancorp. Filed as Exhibit 3.2 to report on
Form 10-K for the year ended December 31, 2000.
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
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(1) Exhibit has heretofore been filed with the Securities and Exchange
Commission and is incorporated herein as an exhibit by reference.
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 of 1933;
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(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;
(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.
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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 Securities Exchange Act of 1934 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.
(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 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.
(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 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 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 Act and will be governed by the final adjudication of
such issue.
* Subparagraph references correspond to the applicable subparagraphs of Item 512
of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Minneapolis, State of Minnesota as of the 24th
day of August, 2001.
U.S. BANCORP
By: /s/ Jerry A. Grundhofer
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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 August, 2001.
Signature Title
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/s/ Jerry A. Grundhofer President and Chief Executive Officer
------------------------------------- and Director
Jerry A. Grundhofer (principal executive officer)
/s/ David M. Moffett Chief Financial Officer
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David M. Moffett
/s/ Terrance R. Dolan Senior Vice President and Controller
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Terrance R. Dolan
* /s/ Linda L. Ahlers Director
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Linda L. Ahlers
* /s/ Victoria B. Buyniski Gluckman Director
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Victoria B. Buyniski Gluckman
Director
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Arthur D. Collins, Jr.
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Signature Title
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* /s/ Peter H. Coors Director
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Peter H. Coors
* /s/ John C. Dannemiller Director
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John C. Dannemiller
* /s/ Joshua Green III Director
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Joshua Green III
* /s/ John F. Grundhofer Director
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John F. Grundhofer
* /s/ J. P. Hayden, Jr. Director
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J. P. Hayden, Jr.
* /s/ Roger L. Howe Director
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Roger L. Howe
Director
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Thomas H. Jacobsen
* /s/ Delbert W. Johnson Director
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Delbert W. Johnson
* /s/ Joel W. Johnson Director
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Joel W. Johnson
* /s/ Jerry W. Levin Director
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Jerry W. Levin
* /s/ Sheldon B. Lubar Director
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Sheldon B. Lubar
Director
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Frank Lyon, Jr.
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Signature Title
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* /s/ Daniel F. McKeithan, Jr. Director
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Daniel F. McKeithan, Jr.
* /s/ David B. O'Maley Director
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David B. O'Maley
* /s/ O'dell M. Owens, M.D., M.P.H. Director
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O'dell M. Owens, M.D., M.P.H.
* /s/ Thomas E. Petry Director
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Thomas E. Petry
* /s/ Richard G. Reiten Director
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Richard G. Reiten
* /s/ S. Walter Richey Director
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S. Walter Richey
Director
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Warren R. Staley
* /s/ Patrick T. Stokes Director
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Patrick T. Stokes
* /s/ John J. Stollenwerk Director
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John J. Stollenwerk
* Pursuant to Power of Attorney
/s/ David M. Moffett
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David M. Moffett
Attorney-in-Fact