Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 7, 2011
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-2979 | No. 41-0449260 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 1-866-249-3302
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 9.01. | Financial Statements and Exhibits |
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-159738) filed by Wells Fargo & Company with the Securities and Exchange Commission.
On February 7, 2011, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Notes Linked to the iShares® MSCI Emerging Markets Index Fund due August 7, 2014; (ii) Notes Linked to the Russell 2000® Index due August 7, 2013; (iii) Notes Linked to a Global ETF Basket due August 7, 2014; (iv) Notes Linked to a Commodity Basket due August 7, 2014; (v) Notes Linked to the iShares® Dow Jones U.S. Real Estate Index Fund due August 7, 2013; (vi) Notes Linked to a Global ETF Basket due February 9, 2015; (vii) Notes Linked to the S&P 500® Index due February 7, 2017; and (viii) Notes Linked to a Global ETF Basket due February 7, 2018 (collectively, the “Notes”).
The purpose of this Current Report is to file with the Securities and Exchange Commission the form of Note related to each issuance, the opinion of Faegre & Benson LLP regarding the Notes and the opinion of Sullivan & Cromwell, Wells Fargo & Company’s special tax counsel, regarding the Notes listed in Items (i) - (vi) above.
| (d) | Exhibits |
| 4.1 | Form of Medium-Term Notes, Series K, Notes Linked to the iShares® MSCI Emerging Markets Index Fund due August 7, 2014. | |
| 4.2 | Form of Medium-Term Notes, Series K, Notes Linked to the Russell 2000® Index due August 7, 2013. | |
| 4.3 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due August 7, 2014. | |
| 4.4 | Form of Medium-Term Notes, Series K, Notes Linked to a Commodity Basket due August 7, 2014. | |
| 4.5 | Form of Medium-Term Notes, Series K, Notes Linked to the iShares® Dow Jones U.S. Real Estate Index Fund due August 7, 2013. | |
| 4.6 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due February 9, 2015. | |
| 4.7 | Form of Medium-Term Notes, Series K, Notes Linked to the the S&P 500® Index due February 7, 2017. | |
| 4.8 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due February 7, 2018. | |
2
| 5.1 | Opinion of Faegre & Benson LLP. | |
| 8.1 | Opinion of Sullivan & Cromwell, LLP. | |
| 23.1 | Consent of Mary E. Schaffner, Esq. (included as part of Exhibit 5.1). | |
| 23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). | |
3
SIGNATURE
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 hereunto duly authorized.
| WELLS FARGO & COMPANY | ||||||
| DATED: February 7, 2011 | /s/ Paul R. Ackerman | |||||
| Paul R. Ackerman | ||||||
| Executive Vice President and Treasurer | ||||||
[Form 8-K]
4
Index to Exhibits
| Exhibit No. | Description | Method of Filing | ||||
| 4.1 | Form of Medium-Term Notes, Series K, Notes Linked to the iShares® MSCI Emerging Markets Index Fund due August 7, 2014. | |
Electronic Transmission |
| ||
| 4.2 | Form of Medium-Term Notes, Series K, Notes Linked to the Russell 2000® Index due August 7, 2013. | |
Electronic Transmission |
| ||
| 4.3 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due August 7, 2014. | |
Electronic Transmission |
| ||
| 4.4 | Form of Medium-Term Notes, Series K, Notes Linked to a Commodity Basket due August 7, 2014. | |
Electronic Transmission |
| ||
| 4.5 | Form of Medium-Term Notes, Series K, Notes Linked to the iShares® Dow Jones U.S. Real Estate Index Fund due August 7, 2013. | |
Electronic Transmission |
| ||
| 4.6 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due February 9, 2015. | |
Electronic Transmission |
| ||
| 4.7 | Form of Medium-Term Notes, Series K, Notes Linked to the the S&P 500® Index due February 7, 2017. | |
Electronic Transmission |
| ||
| 4.8 | Form of Medium-Term Notes, Series K, Notes Linked to a Global ETF Basket due February 7, 2018. | |
Electronic Transmission |
| ||
| 5.1 | Opinion of Faegre & Benson LLP. | |
Electronic Transmission |
| ||
| 8.1 | Opinion of Sullivan & Cromwell LLP. | |
Electronic Transmission |
| ||
| 23.1 | Consent of Faegre & Benson LLP (included as part of Exhibit 5.1). | |||||
| 23.2 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 8.1). | |||||
5