AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL --, 2002
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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WILMINGTON TRUST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-0328154
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(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Address of Principal Executive Offices) (Zip Code)
2002 Long-Term Incentive Plan
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(Full title of the plan)
Gerard A. Chamberlain
Vice President and Assistant Secretary
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Name and address of agent for service)
(302) 651-1268
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price offering registration
registered registered per unit (3) price (3) fee
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Options (1)
Common Stock,
par value
$1.00 per share 2,000,000 (2) $68.41 $136,820,000.00 $12,587.44
(1) Since Wilmington Trust Corporation ("WTC") will distribute the
options to be registered hereunder for no value, no separate
registration fee is required.
(2) This registration statement relates to the issuance of up to
2,000,000 shares of WTC's common stock pursuant to our 2002
Long-Term Incentive Plan (the "Plan"). Pursuant to Rule 416(b)
under the Securities Act of 1933, this will increase to
4,000,000 shares of WTC's common stock automatically upon
payment of a 100% stock dividend on June 17, 2002.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended, and solely for the purpose of calculating the
registration fee, the proposed maximum aggregate offering
price per unit of common stock is based upon $67.61, the
average of the high and low sale prices of the registrant's
common stock on the New York Stock Exchange on April 16, 2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents, which we have filed with the SEC, are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31,
2001;
2. The description of our common stock contained on pages 27
through 29 of the proxy statement of Wilmington Trust Company
dated May 2, 1991; and
3. The description of our preferred stock purchase rights
contained in the Registration Statement on Form 8-A filed on
January 28, 1995.
All reports and other documents we subsequently file pursuant to
Sections 12, 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a
post-effective amendment that indicates that all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold, are deemed
to be incorporated by reference in and to be a part of this registration
statement from the date of filing those reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement is deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
in this registration statement or any other document subsequently filed that
also is or is deemed to be incorporated by reference in this registration
statement modifies or supersedes that statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Gerard A. Chamberlain, Esquire, Philadelphia, Pennsylvania, has passed
upon the validity of our common stock offered hereby. Mr. Chamberlain is an
officer and employee of Wilmington Trust Company, all of whose stock is owned by
WTC, and an officer of WTC and other of its subsidiaries. Mr. Chamberlain owns
WTC stock or options for WTC stock with an aggregate market value in excess of
$50,000.
Item 6. Indemnification of Directors and Officers.
Our Restated Certificate of Incorporation provides that a director will
not be liable to WTC or its stockholders for monetary damages for breach of
fiduciary duty as a director, unless that limitation on liability is not
permitted under Delaware's General Corporation Law. Our
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Bylaws provide that we will indemnify a person threatened to be made a party or
otherwise involved in any proceeding because he or she is or was our director or
officer, or is or was serving at our written request as a director, officer,
employee or agent of another entity, against liability that person suffers and
expenses that person incurs. We must indemnify a person in connection with a
proceeding that person initiates only if our Board of Directors authorized that
proceeding.
Section 145 of Delaware's General Corporation Law provides that a
corporation may indemnify its officers, directors, employees and agents (or
persons who served, at the corporation's request, as officers, directors,
employees or agents of another corporation) against expenses they incur in
defending any action as a result of being a director, officer, employee or agent
if that person acted in good faith and in a manner reasonably believed to be in
or not opposed to the corporation's best interests. In the case of any criminal
action or proceeding, the individual must have had no reason to believe his
conduct was unlawful.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
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5 Opinion of counsel as to legality of registrant's common stock
23.1 Consent of Gerard A. Chamberlain, Esquire (included in Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney of Directors and Officers of the registrant (included
on the signature pages of this registration statement)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which any 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;
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(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;
(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 registration statement is on Form S-3 or 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 and 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the 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 into 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
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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 Act and is, therefore, unenforceable.
In the event 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
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
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 Wilmington, State of Delaware, on April 18, 2002.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
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Ted T. Cecala,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael A. DiGregorio and/or Gerard A.
Chamberlain his or her true and lawful attorney(s)-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that those
attorney(s) - in-fact and agent(s), or his or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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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.
/s/ Ted T. Cecala
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Ted T. Cecala
Director, Chairman of the Board
and Chief Executive Officer
(Date) April 18, 2002
/s/ Robert V.A. Harra, Jr.
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Robert V.A. Harra, Jr.
Director, President, Chief
Operating Officer and Treasurer
(Date) April 18, 2002
/s/ David R. Gibson
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David R. Gibson
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
(Date) April 18, 2002
/s/ Gerald F. Sopp
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Gerald F. Sopp
Controller
(Principal Accounting Officer)
(Date) April 18, 2002
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/s/ Betty S. Atkins
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Betty S. Atkins
Director
(Date) April 18, 2002
/s/ Carolyn S. Burger
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Carolyn S. Burger
Director
(Date) April 18, 2002
/s/ Richard R. Collins
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Richard R. Collins
Director
(Date) April 18, 2002
/s/ Charles S. Crompton, Jr.
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Charles S. Crompton, Jr.
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 18, 2002
/s/ Edward B. duPont
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Edward B. duPont
Director
(Date) April 18, 2002
/s/ R. Keith Elliott
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R. Keith Elliott
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 18, 2002
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/s/ Deborah I. Fine
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Deborah I. Fine
Director
(Date) April 18, 2002
/s/ Rex L. Mears
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Rex L. Mears
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 18, 2002
/s/ Hugh E. Miller
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Hugh E. Miller
Director
(Date) April 18, 2002
/s/ Stacey J. Mobley
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Stacey J. Mobley
Director and Chairperson of
Wilmington Trust's Compensation
Committee
(Date) April 18, 2002
/s/ David P. Roselle
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David P. Roselle
Director
(Date) April 18, 2002
/s/ H. Rodney Sharp, III
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H. Rodney Sharp, III
Director and Member of Wilmington
Trust Compensation Committee
(Date) April 18, 2002
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/s/ Thomas P. Sweeney
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Thomas P. Sweeney
Director
(Date) April 18, 2002
/s/ Robert W. Tunnell, Jr.
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Robert W. Tunnell, Jr.
Director
(Date) April 18, 2002
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EXHIBIT INDEX
Exhibit
Number Exhibit
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5 Opinion of counsel as to legality of registrant's common stock
23.1 Consent of Gerard A. Chamberlain, Esquire
(included in Exhibit 5 hereto)
23.2 Consent of KPMG LLP
23.3 Consent of Ernst & Young LLP
24 Power of Attorney of Directors and Officers (included on the signature
pages of this registration statement)
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