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): May 8, 2012
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-2979 | | 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) |
Registrant’s telephone number, including area code: 1-866-249-3302
Not applicable
(Former name or former address, if changed since last report)
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 9.01. | Financial Statements and Exhibits |
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-180728) filed by Wells Fargo & Company with the Securities and Exchange Commission.
On May 2, 2012, Wells Fargo & Company filed the following product supplements under its Medium-Term Note Program, Series K: (i) Product Supplement No. 1: Equity Linked Securities; Upside Participation and Fixed Percentage Buffered Downside dated May 2, 2012; (ii) Product Supplement No. 2: Equity Linked Securities; Upside Participation and Contingent Downside Protection dated May 2, 2012; (iii) Product Supplement No. 3: ETF Linked Securities; Upside Participation and Fixed Percentage Buffered Downside dated May 2, 2012; and (iv) Product Supplement No. 4: ETF Linked Securities; Upside Participation and Contingent Downside Protection dated May 2, 2012 (collectively, “Product Supplements 1-4”). On May 3, 2012, Wells Fargo & Company filed Product Supplement No. 5: Upside Participation Equity Linked Notes (Averaging) dated May 3, 2012 (“Product Supplement No. 5” and, together with Product Supplements 1-4, the “Product Supplements”).
The purpose of this Current Report is to file with the Securities and Exchange Commission the opinion of Sullivan & Cromwell LLP, Wells Fargo & Company’s special tax counsel, regarding the Product Supplements.
Exhibits are also filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-159738) filed by Wells Fargo & Company with the Securities and Exchange Commission.
On May 8, 2012, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Notes Linked to a Currency Basket due November 7, 2016; (ii) Notes Linked to a Domestic ETF Basket due November 6, 2015; (iii) Notes Linked to a Global ETF Basket due November 7, 2016; and (iv) Notes Linked to 3 Month LIBOR due May 8, 2015 (collectively, the “Notes”).
The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance, the opinion of Faegre Baker Daniels LLP regarding the Notes and the opinion of Sullivan & Cromwell LLP, Wells Fargo & Company’s special tax counsel, regarding the Notes.
| | 4.1 | Form of Medium-Term Notes, Series K, Notes Linked to a Currency Basket due November 7, 2016. |
| | 4.2 | Form of Medium-Term Notes, Series K, Notes Linked to a Domestic ETF Basket due November 6, 2015. |
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| | 4.3 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due November 7, 2016. |
| | 4.4 | Form of Medium-Term Notes, Series K, Notes Linked to 3 Month LIBOR due May 8, 2015. |
| | 5.1 | Opinion of Faegre Baker Daniels LLP regarding the Notes. |
| | 8.1 | Opinion of Sullivan & Cromwell LLP regarding the Product Supplements. |
| | 8.2 | Opinion of Sullivan & Cromwell LLP regarding the Notes |
| | 23.1 | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). |
| | 23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). |
| | 23.3 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.2). |
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SIGNATURE
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.
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| | | | WELLS FARGO & COMPANY |
| | |
| DATED: May 8, 2012 | | | | /s/ Paul R. Ackerman |
| | | | Paul R. Ackerman |
| | | | Executive Vice President and Treasurer |
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Index to Exhibits
| | | | |
| Exhibit No. | | Description | | Method of Filing |
| | |
| 4.1 | | Form of Medium-Term Notes, Series K, Notes Linked to a Currency Basket due November 7, 2016. | | Electronic Transmission |
| | |
| 4.2 | | Form of Medium-Term Notes, Series K, Notes Linked to a Domestic ETF Basket due November 6, 2015. | | Electronic Transmission |
| | |
| 4.3 | | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due November 7, 2016. | | Electronic Transmission |
| | |
| 4.4 | | Form of Medium-Term Notes, Series K, Notes Linked to 3 Month LIBOR due May 8, 2015. | | Electronic Transmission |
| | |
| 5.1 | | Opinion of Faegre Baker Daniels LLP regarding the Notes. | | Electronic Transmission |
| | |
| 8.1 | | Opinion of Sullivan & Cromwell LLP regarding the Product Supplements. | | Electronic Transmission |
| | |
| 8.2 | | Opinion of Sullivan & Cromwell LLP regarding the Notes. | | Electronic Transmission |
| | |
| 23.1 | | Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1). | | |
| | |
| 23.2 | | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). | | |
| | |
| 23.3 | | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.2). | | |
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