As filed with the Securities and Exchange Commission on June 13, 2002.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WACHOVIA CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State of incorporation) (I.R.S. Employer Identification No.)
One Wachovia Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
__________
Wachovia Corporation 1998 Stock Incentive Plan
Wachovia Corporation Stock Plan
(Full titles of the plans)
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Ross E. Jeffries, Jr., Esq.
Senior Vice President and Assistant General Counsel
Wachovia Corporation
One Wachovia Center
Charlotte, North Carolina 28288-0630
(Name and address of agent for service)
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(704) 374-6611
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered (1) per share (2) offering price (2) fee (2)(3)
------------- -------------- ------------- ------------------ ----------
Common Stock (including 20,092,675 shs. $38.21 $767,640,648 $70,623
rights to purchase shares
of Common Stock)
_________________
(1) The Registrant is registering 15,000,000 shares of common stock to be issued
under the Wachovia Corporation (formerly named First Union Corporation) 1998
Stock Incentive Plan and is registering 5,092,675 shares of common stock to be
issued under the Wachovia Corporation Stock Plan.
(2) Pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933 (the
"Securities Act"), the registration fee is being computed based upon $38.21, the
average of the high and low prices reported on the New York Stock Exchange
Composite Transactions tape on June 11, 2002.
(3) Pursuant to Rule 429(a) under the Securities Act, this Registration
Statement contains a combined prospectus that relates to Registration Statement
No. 333-50589 on Form S-8 previously filed by the Registrant. Pursuant to Rule
429(b) under the Securities Act, 1,126,000 shares of Common Stock are being
carried forward from Registration Statement No. 333-50589. A filing fee of
$185,985 was previously paid with Registration Statement No. 333-50589.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this
Registration Statement:
(i) the Corporation's Annual Report on Form 10-K for the year ended
December 31, 2001;
(ii) the Corporation's Quarterly Report on Form 10-Q for the period
ended March 31, 2002; and
(iii) the Corporation's Current Reports on Form 8-K dated as of January
23, 2002, April 18, 2002 and June 5, 2002.
In addition, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (including the rules and regulations thereunder, the "Exchange
Act") prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under the Wachovia
Corporation 1998 Stock Incentive Plan, as amended, and the Wachovia Corporation
Stock Plan, as amended, have been passed upon for the Corporation by Ross E.
Jeffries, Jr., Esq., Senior Vice President and Assistant General Counsel of the
Corporation. Mr. Jeffries owns shares of Common Stock and holds options to
purchase additional shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statute
provides that (i) a corporation must indemnify a director or officer against
reasonable expenses who is wholly successful in his defense of a proceeding to
which he is a party because of his status as such, unless limited by the
articles of incorporation, and (ii) a corporation may indemnify a director or
officer if he is not wholly successful in such defense, if it is determined as
provided in the statute that the director or officer meets a certain standard of
conduct, provided when a director or officer is liable to the corporation or
liable on the basis of receiving a personal benefit, the corporation may not
indemnify him. The statute also permits a director or officer of a corporation
who is a party to a proceeding to apply to the courts for indemnification,
unless the articles of incorporation provide otherwise, and the court may order
indemnification under certain circumstances set forth in the statute. The
statute further provides that a corporation may in its articles of incorporation
or bylaws or by contract or resolution provide indemnification in addition to
that provided by the statute, subject to certain conditions set forth in the
statute.
The Corporation's bylaws provide for the indemnification of the
Corporation's directors and executive officers by the Corporation against
liabilities arising out of his status as such, excluding any liability relating
to activities which were at the time taken known or believed by such person to
be clearly
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in conflict with the best interests of the Corporation. The Corporation's
articles of incorporation provide for the elimination of the personal liability
of each director of the Corporation to the fullest extent permitted by the
provisions of the North Carolina Business Corporation Act, as the same may from
time to time be in effect.
The Corporation maintains directors and officers liability insurance.
In general, the policy insures (i) the Corporation's directors and officers
against loss by reason of any of their wrongful acts, and/or (ii) the
Corporation against loss arising from claims against the directors and officers
by reason of their wrongful acts, all subject to the terms and conditions
contained in the policy.
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Item 8. Exhibits.
Exhibit No. Description
(3)(a) -Restated Articles of Incorporation of the Corporation.
(Incorporated by reference to Exhibit (3)(a) to the Corporation's
2001 Third Quarter Report on Form 10-Q.)
(3)(b) -Bylaws of the Corporation, as amended. (Incorporated by
reference to Exhibit (3)(b) to the Corporation's 2001 Third
Quarter Report on Form 10-Q.)
(4)(a) -Shareholder Protection Rights Agreement. (Incorporated by
reference to Exhibit (4) to the Corporation's Current Report on
Form 8-K dated December 20, 2000.)
(4)(b) -All instruments defining the rights of holders of long-term debt
of the Corporation and its subsidiaries. (Not filed pursuant to
(4)(iii) of Item 601(b) of Regulation S-K; to be furnished upon
request of the Commission.)
(5) -Opinion of Ross E. Jeffries, Jr., Esq.
(23)(a) -Consent of KPMG LLP.
(23)(b) -Consent of Ernst & Young LLP.
(23)(c) -Consent of Ross E. Jeffries, Jr., Esq. (Included in Exhibit
(5).)
(24) -Power of Attorney.
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Item 9. Undertakings.
(a) Rule 415 offering.
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 (as
amended, the "Securities Act");
(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; 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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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 (as amended, the
"Exchange Act") that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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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(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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, the 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 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 Charlotte, State of North Carolina, on June 13, 2002.
WACHOVIA CORPORATION
By: /s/ Ross E. Jeffries, Jr.
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Ross E. Jeffries, Jr.
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE CAPACITY
LESLIE M. BAKER, JR.* Chairman and Director
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LESLIE M. BAKER, JR.
G. KENNEDY THOMPSON* President, Chief Executive Officer and Director
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G. KENNEDY THOMPSON
ROBERT P. KELLY* Senior Executive Vice President and Chief Financial Officer
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ROBERT P. KELLY
DAVID M. JULIAN* Senior Vice President and Corporate Controller (Principal
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DAVID M. JULIAN Accounting Officer)
F. DUANE ACKERMAN* Director
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F. DUANE ACKERMAN
JOHN D. BAKER, II* Director
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JOHN D. BAKER, II
JAMES S. BALLOUN* Director
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JAMES S. BALLOUN
ROBERT J. BROWN* Director
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ROBERT J. BROWN
PETER C. BROWNING* Director
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PETER C. BROWNING
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SIGNATURE CAPACITY
JOHN T. CASTEEN III* Director
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JOHN T. CASTEEN III
WILLIAM H. GOODWIN, JR.* Director
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WILLIAM H. GOODWIN, JR.
____________________ Director
ROBERT A. INGRAM
MACKEY J. MCDONALD* Director
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MACKEY J. MCDONALD
JOSEPH NEUBAUER* Director
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JOSEPH NEUBAUER
LLOYD U. NOLAND III* Director
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LLOYD U. NOLAND III
RUTH G. SHAW* Director
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RUTH G. SHAW
LANTY L. SMITH* Director
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LANTY L. SMITH
JOHN C. WHITAKER, JR.* Director
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JOHN C. WHITAKER, JR.
DONA DAVIS YOUNG* Director
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DONA DAVIS YOUNG
*By Ross E. Jeffries, Jr., Attorney-in-Fact
/s/ Ross E. Jeffries, Jr.
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Ross E. Jeffries, Jr.
Date: June 13, 2002
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EXHIBIT INDEX
Number Description Location
(3)(a) -Restated Articles of Incorporation Incorporated by reference to
of the Corporation. Exhibit (3)(a) to the Corporation's 2001 Third Quarter Report
on Form 10-Q.
(3)(b) -Bylaws of the Corporation, Incorporated by reference to
as amended. Exhibit (3)(b) to the Corporation's 2001 Third Quarter Report
on Form 10-Q.
(4)(a) -Shareholder Protection Rights Incorporated by reference to
Agreement. Exhibit (4) to the Corporation's Current Report on Form 8-K
dated December 20, 2000.
(4)(b) -All instruments defining the Not filed pursuant to
rights of holders of long-term (4)(iii) of Item 601(b)
debt of the Corporation and its of Regulation S-K; to be
subsidiaries. furnished upon request of the Commission.
(5) -Opinion of Ross E. Jeffries, Filed herewith.
Jr., Esq.
(23)(a) -Consent of KPMG LLP. Filed herewith.
(23)(b) -Consent of Ernst & Young LLP. Filed herewith.
(23)(c) -Consent of Ross E. Jeffries, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
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