Wells Fargo 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 20, 2010
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 1-866-249-3302
(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:
On May 26, 2010, the United States Department of the Treasury (Treasury) sold, in a secondary public offering, 110,261,688 warrants (the Warrant Offering), each representing the right to purchase one share of the common stock, par value $1-2/3 per share, of Wells Fargo & Company (the Company) at an exercise price of $34.01 per share (the Warrants). Both the exercise price and the number of shares that will be acquired upon the exercise of the Warrants are subject to adjustment from time to time. In connection with Warrant Offering, the Company entered into an underwriting agreement dated May 20, 2010 (the Underwriting Agreement) among the Company, Treasury and Deutsche Bank Securities Inc. as the representative (the Representative) of the underwriters. The public offering price and the allocation of the Warrants in the Warrant Offering were determined by an auction process. The public offering price of the Warrants was equal to the auction clearing price of $7.70 per Warrant. The Company did not receive any of the proceeds of the Warrant Offering. The Warrant Offering was made pursuant to the Companys automatic shelf registration statement on Form S-3 (Registration No. 333-159736).
In connection with the Warrant Offering, the Company and certain of its officers and directors have agreed to enter into 45-day lock-up agreements in substantially the form included in the Underwriting Agreement and subject to customary exceptions. Additionally, the Company entered into a warrant agreement dated May 20, 2010 (the Warrant Agreement) between the Company and Wells Fargo Bank, N.A., as warrant agent.
The foregoing description of the Underwriting Agreement, Warrant Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of these documents and securities, forms or copies of which are incorporated by reference into or are attached as exhibits to this Current Report on Form 8-K.
The following exhibits are filed herewith:
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, thereunto duly authorized, on May 26, 2010.
Index to Exhibits