As filed with the Securities and Exchange Commission on May 7, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANK ONE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0738296
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1 Bank One Plaza
Chicago, Illinois 60670
(Address of Principal Executive Offices) (Zip Code)
BANK ONE CORPORATION
Stock Performance Plan
(Full title of the Plan)
Christine A. Edwards
Executive Vice President, Secretary and Chief Legal Officer
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
(Name and address of agent for service)
(312) 732-3551
(Telephone number, including area code, of
agent for service)
Copy to:
Laurence Goldman, Esq.
BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share/(1)/ Price/(1)/ Registration Fee/(1)/
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Common Stock, $0.01 Par Value 60,000,000 $37.88 $2,272,800,000 $568,200
shares
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low
prices of Common Stock reported on the New York Stock Exchange Composite
Transactions Tape for May 1, 2001.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents heretofore filed by Registrant (File No. 001-15323)
with the Commission are incorporated by reference in the Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) Registrant's Current Reports on Form 8-K dated January 17, 2001;
February 2, 2001; February 23, 2001, as amended by Form 8-K/A dated
March 27, 2001; April 9, 2001; and April 17, 2001; and
(c) The description of Registrant's Common Stock set forth in Registrant's
Current Report on Form 8-K dated October 2, 1998.
All documents filed by Registrant or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference into the Registration Statement
and to be a part hereof from the date of filing of such documents. 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 of the
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which 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 of the Prospectus.
Item 4. Description of Securities.
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This item is inapplicable as the securities to be offered are registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
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The validity of the securities offered hereby has been passed upon for the
Registrant by Christine A. Edwards. Mrs. Edwards is Executive Vice President,
Chief Legal Officer and Secretary of the Registrant and is also a stockholder of
the Registrant and a holder of options to purchase shares of the Registrant. At
March 31, 2001, Mrs. Edwards was the record and beneficial owner of 112,136
shares of Registrant's Common Stock and held options to purchase 300,000 shares
of Registrant's Common Stock.
The Registrant's consolidated financial statements included in the Form
10-K for the year ended December 31, 2000, incorporated herein by reference have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said report.
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Item 6. Indemnification of Directors and Officers.
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The Registrant is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware contains detailed provisions on
indemnification of directors and officers of a Delaware corporation against
expenses, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with certain litigation.
The Registrant's Restated Certificate of Incorporation, as amended,
provides for indemnification of directors and officers. The provision provides
that any person shall to the fullest extent permitted by the General Corporation
Law of the State of Delaware be indemnified and reimbursed by the Registrant for
expenses and liabilities imposed upon the person in connection with any action,
suit or proceeding, civil or criminal, or threat thereof, in which the person
may be involved by reason of the person being or having been a director,
officer, employee or agent of the Registrant, or of any corporation or
organization which the person served in any capacity at the request of the
Registrant. The Certificate, as permitted by the General Corporation Law of the
State of Delaware, also provides that a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (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 any improper personal benefit.
The Registrant's directors and officers are covered by an insurance policy
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which they might incur in such capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
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This item is inapplicable.
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Item 8. Exhibits.
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This Registration Statement includes the following Exhibits:
Exhibit
Number Description of Exhibits
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5 Opinion of Counsel to Registrant as to legality of securities
being issued.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel to Registrant (included in Exhibit 5 hereof).
24 Powers of Attorney.
Item 9. Undertakings.
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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; (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. 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and (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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-8, and 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.
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(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to Registrant's indemnification provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by 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, 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.
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SIGNATURES
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 this Registration Statement 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 Chicago, State of
Illinois, on the 4th day of May, 2001.
BANK ONE CORPORATION
By: /s/ CHARLES W. SCHARF
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Charles W. Scharf
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 4, 2001.
Signature Title
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/s/ JOHN H. BRYAN* Director
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John H. Bryan
/s/ JAMES S. CROWN* Director
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James S. Crown
/s/ JAMES DIMON* Director
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James Dimon
/s/ MAUREEN A. FAY, O.P.* Director
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Maureen A. Fay, O.P.
/s/ JOHN R. HALL* Director
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John R. Hall
/s/ LABAN P. JACKSON, JR.* Director
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Laban P. Jackson, Jr.
/s/ JOHN W. KESSLER* Director
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John W. Kessler
/s/ RICHARD A. MANOOGIAN* Director
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Richard A. Manoogian
/s/ WILLIAM T. MCCORMICK, JR.* Director
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William T. McCormick, Jr.
/s/ HEIDI G. MILLER* Director
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Heidi G. Miller
/s/ DAVID C. NOVAK* Director
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David C. Novak
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/s/ JOHN W. ROGERS, JR.* Director
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John W. Rogers, Jr.
/s/ FREDERICK P. STRATTON, JR.* Director
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Frederick P. Stratton, Jr.
/s/ ROBERT D. WALTER* Director
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Robert D. Walter
/s/ WILLIAM J. ROBERTS* Principal Accounting Officer
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William J. Roberts
/s/ CHARLES W. SCHARF Principal Financial Officer
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Charles W. Scharf
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*The undersigned, by signing his name hereto, does hereby sign this Registration
Statement on behalf of each of the above-indicated directors and officers of the
Registrant pursuant to a power of attorney signed by such directors and
officers.
/s/ CHARLES W. SCHARF
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Charles W. Scharf
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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5 Opinion of Counsel to Registrant as to legality of securities
being issued.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Counsel to Registrant (included in Exhibit 5 hereof).
24 Power of Attorney.