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): December 18, 2009
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) | | (I.R.S. Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94104
(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 8.01. Other Events.
On December 15, 2009, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and Goldman, Sachs & Co., as representatives of the several underwriters (the “Underwriters”) pursuant to which the Company agreed to issue and sell 426,000,000 shares (the “Initial Shares”) of the Company’s common stock, par value $1-2/3 per share (the “Common Stock”), at a public offering price of $25.00 per share in an underwritten public offering (the “Offering”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters an option (the “Option”) to purchase up to an additional 63,900,000 shares of Common Stock (together with the Initial Shares, the “Shares”). The Underwriters exercised the Option on December 15, 2009. The net proceeds of the Offering, after underwriting discounts and commissions and after giving effect to the Option, will be $11,971,931,250.00.
Pursuant to the Underwriting Agreement, the Company agreed to a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions. Also pursuant to the Underwriting Agreement, the directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 60-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
A copy of the press release relating to the Offering is included as Exhibit 99.1 hereto.
The terms of the Offering are described in the Company’s Prospectus dated October 30, 2008 constituting a part of the Registration Statement (hereinafter described), as supplemented by a Prospectus Supplement dated December 15, 2009. The Underwriting Agreement is included as Exhibit 1.1 hereto.
The Shares were issued pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-154876, on a delayed basis pursuant to Rule 415 under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
| | |
Exhibit | | Description |
| |
| 1.1 | | Underwriting Agreement, among Wells Fargo & Company, Wells Fargo Securities, LLC and Goldman, Sachs & Co., as representatives of the several underwriters |
| |
| 5.1 | | Opinion of Mary E. Schaffner |
| |
| 99.1 | | Press Release dated December 15, 2009 |
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: December 18, 2009 | | WELLS FARGO & COMPANY |
| | |
| | By: | | /s/ Richard D. Levy |
| | | | Richard D. Levy |
| | | | Executive Vice President and Controller |
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EXHIBIT INDEX
| | |
Exhibit | | Description |
| |
| 1.1 | | Underwriting Agreement, among Wells Fargo & Company, Wells Fargo Securities, LLC and Goldman, Sachs & Co., as representatives of the several underwriters |
| |
| 5.1 | | Opinion of Mary E. Schaffner |
| |
| 99.1 | | Press Release dated December 15, 2009 |
