AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2004
REGISTRATION NO. 333-______
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UNITED STATES 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 jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Address of Principal Executive Offices) (Zip Code)
2004 Employee Stock Purchase Plan
2004 Executive Incentive Plan
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(Full title of the plans)
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 maximum
offering Proposed maximum Amount of
Title of securities to Amount price per share aggregate registration
be registered to be registered (3) offering price (3) fee
Options (1)
Common Stock, par value
$1.00 per share 1,100,000 (2) $35.075 $38,582,500 $4,888.40
(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 1,100,000
shares of WTC's common stock pursuant to our 2004 Employee Stock Purchase
Plan and 2004 Executive Incentive Plan (the "Plans").
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminable amount of
interests to be offered or sold pursuant to the Plans.
(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 $35.075, the average of the high and low sale prices of WTC's
common stock on the New York Stock Exchange on April 15, 2004.
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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, 2003;
2. Periodic Report on Form 8-K filed April 5, 2004;
3. 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
4. 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
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
stock and options to purchase stock in WTC.
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
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that limitation on liability is not permitted under Delaware's General
Corporation Law. Our 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 is or was serving at our request as a director, officer,
employee or agent of another entity that is not a subsidiary or affiliate of
WTC, 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.
Our Bylaws further provide that we may indemnify a person threatened to be
named a party or otherwise involved in any proceeding because he or she is or
was an officer, employee or agent of WTC or a director, officer, employee or
agent of a subsidiary or affiliate of WTC, against liability that person suffers
or expenses that person incurs.
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 or
her 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
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:
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(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(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
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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 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 15, 2004.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
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Ted T. Cecala,
Chairman of the Board 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 15, 2004
/s/ Robert V.A. Harra, Jr.
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Robert V.A. Harra, Jr.
Director, President and
Chief Operating Officer
(Date) April 15, 2004
/s/ David R. Gibson
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David R. Gibson
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
(Date) April 15, 2004
/s/ Gerald F. Sopp
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Gerald F. Sopp
Controller
(Principal Accounting Officer)
(Date) April 15, 2004
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/s/ Carolyn S. Burger
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Carolyn S. Burger
Director and Member of
Wilmington Trust's Compensation
Committee
(Date) April 15, 2004
/s/ Richard R. Collins
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Richard R. Collins
Director
(Date) April 15, 2004
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Charles S. Crompton, Jr.
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 15, 2004
/s/ R. Keith Elliott
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R. Keith Elliott
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 15, 2004
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/s/ Rex L. Mears
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Rex L. Mears
Director
(Date) April 15, 2004
/s/ Hugh E. Miller
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Hugh E. Miller
Director
(Date) April 15, 2004
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Stacey J. Mobley
Director and Chairperson of Wilmington
Trust's Compensation Committee
(Date) April 15, 2004
/s/ David P. Roselle
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David P. Roselle
Director
(Date) April 15, 2004
/s/ H. Rodney Sharp, III
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H. Rodney Sharp, III
Director and Member of Wilmington
Trust's Compensation Committee
(Date) April 15, 2004
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/s/ Thomas P. Sweeney
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Thomas P. Sweeney
Director
(Date) April 15, 2004
/s/ Robert W. Tunnell, Jr.
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Robert W. Tunnell, Jr.
Director
(Date) April 15, 2004
Pursuant to the requirements of the Securities Act of 1933, the following
individuals, who will administer the 2004 Employee Stock Purchase Plan, have
duly caused this registration statement to be signed, thereunto duly authorized,
in the City of Wilmington, State of Delaware, on April 15, 2004.
2004 EMPLOYEE STOCK
PURCHASE PLAN
/s/ William J. Farrell, II (SEAL)
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William J. Farrell, II
Chairman
/s/ Howard K. Cohen (SEAL)
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Howard K. Cohen
/s/ I. Gail Howard (SEAL)
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I. Gail Howard
/s/ Gerald F. Sopp (SEAL)
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Gerald F. Sopp
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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
24 Power of Attorney of Directors and Officers (included on the signature
pages of this registration statement)
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