Copies to:
Janet McGinness
Assistant General Counsel and Managing Director
Wells Fargo & Company
30 Hudson Yards, Floor 61
New York, NY 10001
(415) 979-0775
Indicate by check mark whether the Wells Fargo is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the Wells Fargo has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
Wells Fargo & Company (“Wells Fargo”), is filing with the Securities and Exchange Commission (the “Commission”) this Post-
Effective Amendment to deregister any and all shares of Wells Fargo’s common stock, par value $1-2/3 per share (“Common Stock”)
previously registered but unsold or otherwise unissued under the following registration statements as of the date hereof (collectively, the
“Registration Statements”):
•Registration Statement on Form S-4 No. 333-63247, filed with the Securities and Exchange Commission (the “SEC”) on September
11, 1998, registering 910,000,000 shares of Common Stock issuable under the (i) Wells Fargo & Company 1982 Equity Incentive
Plan, (ii) the Wells Fargo & Company 1987 Director Option Plan, (iii) the Wells Fargo & Company 1990 Equity Incentive Plan, (iv)
the Wells Fargo & Company 1990 Director Option Plan, (v) the Wells Fargo & Company Long Term Incentive Plan, (vi) the First
Interstate Bancorp 1983 Performance Stock Plan, (vii) the First Interstate Bancorp 1988 Performance Stock Plan, (viii) the First
Interstate Bancorp 1991 Director Option Plan, (ix) the First Interstate Bancorp 1991 Performance Stock Plan, and (x) the Wells
Fargo & Company 1996 Employee Stock Purchase Plan.
•Registration Statement on Form S-8 No. 333-103777, filed with the SEC on March 12, 2003, registering 28,000,000 shares of
Common Stock issuable under PartnerShares Stock Option Plan.
•Registration Statement on Form S-8 No. 333-156545, filed with the SEC on January 2, 2009, registering 15,000,000 shares of
Common Stock issuable under, and an indeterminate amount of plan interests that may be offered or sold pursuant to, the Wachovia
Savings Plan.
For the avoidance of doubt, Wells Fargo is not registering any additional shares of Common Stock pursuant to the plans described
above (collectively, the “Prior Plans”). This Post-Effective Amendment to the Registration Statements described above are being filed to
deregister all shares of Common Stock and plan interests that were registered under the Registration Statements and remain unissued under
the Prior Plans.