UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2006
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-02979 | | No. 41-0449260 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
1-866-249-3302
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
John S. Chen was elected a director of the Company, and appointed to the Finance Committee of the Board of Directors, effective September 26, 2006. Mr. Chen is Chairman, Chief Executive Officer and President of Sybase, Inc., a global enterprise software company headquartered in Dublin, California. The Company’s press release announcing Mr. Chen’s election to the Board is furnished with this Form 8-K as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2006, the Company filed its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Restated Certificate of Incorporation restates and integrates into one document, but does not amend, all of the provisions of the Company’s certificate of incorporation then in effect. The Restated Certificate of Incorporation is filed with this Form 8-K as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | |
| Exhibit No. | | Description |
| 3.1 | | Restated Certificate of Incorporation, filed herewith. |
| |
| 99.1 | | Press Release, dated September 26, 2006, announcing election of John S. Chen to the Company’s Board of Directors, furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | |
| Dated: September 28, 2006 | | WELLS FARGO & COMPANY |
| | |
| | By: | | /s/ Laurel A. Holschuh |
| | | | Laurel A. Holschuh |
| | | | Senior Vice President and Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description of Exhibit |
| 3.1 | | Restated Certificate of Incorporation, filed herewith. |
| |
| 99.1 | | Press Release, dated September 26, 2006, announcing election of John S. Chen to the Company’s Board of Directors, furnished herewith. |
