UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Wells Fargo & Company
_______________________________________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
41-0449260 | |
(State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
420 Montgomery Street | ||
San Francisco, California | 94163 | |
(Address of Principal Executive Offices) |
(Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act: None | ||
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
- |
- |
If this form relates to the registration of a class of | If this form relates to the registration of a class of | |
securities pursuant to Section 12(b) of the Exchange | securities pursuant to Section 12(g) of the Exchange | |
Act and is effective pursuant to General Instruction | Act and is effective pursuant to General Instruction | |
A.(c), please check the following box: ¨ | A.(d), please check the following box: þ |
Securities Act registration statement file number to which this form relates: 333-154879
Securities to be registered pursuant to Section 12(g) of the Act:
Dividend Equalization Preferred Shares, no par value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered
The description of the general terms and provisions of the Dividend Equalization Preferred Shares, no par value (the DEPs) of Wells Fargo & Company (the Registrant) is incorporated herein by reference to the description included under the caption New Wells Fargo Preferred Stock to be Issued in the MergerWells Fargos Dividend Equalization Preferred Shares, no par value in the proxy statement-prospectus filed on November 24, 2008 and included as part of the Registrants registration statement on Form S-4 (Registration No. 333-154789) filed with the Securities and Exchange Commission on October 31, 2008 and amended on November 18, 2008 and November 21, 2008 in connection with the pending merger of Wachovia Corporation with and into the Registrant.
Item 2. Exhibits.
3(a) | Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the | |
Registrants Current Report on Form 8-K filed September 28, 2006). | ||
3(b) | Certificate of Designations for the Registrants 2007 ESOP Cumulative Convertible | |
Preferred Stock (incorporated by reference to Exhibit 3(a) to the Registrants Current | ||
Report on Form 8-K filed March 19, 2007). | ||
3(c) | Certificate Eliminating the Certificate of Designations for the Registrants 1997 ESOP | |
Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(b) to the | ||
Registrants Current Report on Form 8-K filed March 19, 2007). | ||
3(d) | Certificate of Designations for the Registrants 2008 ESOP Cumulative Convertible | |
Preferred Stock (incorporated by reference to Exhibit 3(a) to the Registrants Current | ||
Report on Form 8-K filed March 18, 2008). | ||
3(e) | Certificate Eliminating the Certificate of Designations for the Registrants 1998 ESOP | |
Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3(b) to the | ||
Registrants Current Report on Form 8-K filed March 18, 2008). | ||
3(f) | Certificate of Designations for the Registrants Non-Cumulative Perpetual Preferred Stock, | |
Series A (incorporated by reference to Exhibit 4.8 to the Registrants Current Report on | ||
Form 8-K filed May 19, 2008). | ||
3(g) | Certificate of Designations for the Registrants Non-Cumulative Perpetual Preferred Stock, | |
Series B (incorporated by reference to Exhibit 4.8 to the Registrants Current Report on | ||
Form 8-K filed September 10, 2008). | ||
3(h) | Certificate of Designations for the Registrants Fixed Rate Cumulative Perpetual Preferred | |
Stock, Series D (incorporated by reference to Exhibit 4.1 to the Registrants Current Report | ||
on Form 8-K filed October 30, 2008). | ||
3(i) | Certificate of Designations for the DEPs (incorporated by reference to Exhibit 4.1 to the | |
Registrants Current Report on Form 8-K filed December 30, 2008). | ||
3(j) | Certificate of Designations for the Registrants Class A Preferred Stock, Series G | |
(incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K | ||
filed December 30, 2008). | ||
3(k) | Certificate of Designations for the Registrants Class A Preferred Stock, Series H | |
(incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K | ||
filed December 30, 2008). | ||
3(l) | Certificate of Designations for the Registrants Class A Preferred Stock, Series I | |
(incorporated by reference to Exhibit 4.4 to the Registrants Current Report on Form 8-K | ||
filed December 30, 2008). | ||
3(m) | Certificate of Designations for the Registrants 8.00% Non-Cumulative Perpetual Class A |
Preferred Stock, Series J (incorporated by reference to Exhibit 4.5 to the Registrants | ||
Current Report on Form 8-K filed December 30, 2008). | ||
3(n) | Certificate of Designations for the Registrants Fixed-To-Floating Rate Non-Cumulative | |
Perpetual Class A Preferred Stock, Series K (incorporated by reference to Exhibit 4.6 to the | ||
Registrants Current Report on Form 8-K filed December 30, 2008). | ||
3(o) | Certificate of Designations for the Registrants 7.50% Non-Cumulative Perpetual | |
Convertible Class A Preferred Stock, Series L (incorporated by reference to Exhibit 4.7 to | ||
the Registrants Current Report on Form 8-K filed December 30, 2008). | ||
3(p) | Certificate of Designations for the Registrants Class A Preferred Stock, Series M | |
(incorporated by reference to Exhibit 4.8 to the Registrants Current Report on Form 8-K | ||
filed December 30, 2008). | ||
3(q) | By-Laws (incorporated by reference to Exhibit 3 to the Companys Current Report on | |
Form 8-K filed September 29, 2008). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Wells Fargo & Company
Date: December 30, 2008 By: /s/ Barbara S. Brett
Barbara S. Brett
Senior Vice President and Assistant Treasurer
: