UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WILMINGTON TRUST CORPORATION
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(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
incorporation or organization) Number)
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
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(Address of Principal Executive Offices) (Zip Code)
2005 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
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Title of securities Amount Proposed Proposed Amount of
to be registered to be registered maximum maximum registration
offering aggregate fee (3)
price offering price (3)
per share (3)
Options (1)
Common Stock,
par value
$1.00 per share 4,000,000 (2) $33.10 $132,400,000.00 $15,583.48
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(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 4,000,000
shares of WTC's common stock pursuant to our 2005 Long-Term Incentive Plan
(the "Plan").
In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan as well as securities issued in
connection with stock dividends the Corporation may pay on these and other
securities from time to time.
(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 $33.10, the average of the high and low sale prices of our
common stock on the New York Stock Exchange on April 18, 2005.
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, 2004;
2. Current Reports on Form 8-K dated January 21, 2005, and February 23,
2005;
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/A filed on December 22, 2004.
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 the
Corporation's stock or options for WTC's 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 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 written request as a director, officer, employee, or agent of another entity
that is not us or one of our subsidiaries, and may indemnify any officer of us
or any of our subsidiaries, 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 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.
WTC 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;
(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
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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) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 in 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 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 that 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
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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 21, 2005.
WILMINGTON TRUST CORPORATION
By: /s/ Ted T. Cecala
_____________________________
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
_____________________________
Ted T. Cecala
Director, Chairman of the
Board, and Chief Executive
Officer
(Date) April 21, 2005
/s/ Robert V.A. Harra Jr.
_____________________________
Robert V.A. Harra Jr.
Director, President, and
Chief Operating Officer
(Date) April 21, 2005
/s/ David R. Gibson
_____________________________
David R. Gibson
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
(Date) April 21, 2005
/s/ Gerald F. Sopp
_____________________________
Gerald F. Sopp
Controller
(Principal Accounting Officer)
(Date) April 21, 2005
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/s/ Carolyn S. Burger
_____________________________
Carolyn S. Burger
Director and member of
Wilmington Trust's
Compensation Committee
(Date) April 21, 2005
/s/ Richard R. Collins
_____________________________
Richard R. Collins
Director
(Date) April 21, 2005
/s/ Charles S. Crompton Jr.
_____________________________
Charles S. Crompton Jr.
Director
(Date) April 21, 2005
/s/ R. Keith Elliott
_____________________________
R. Keith Elliott
Director
(Date) April 21, 2005
/s/ Gailen Krug
_____________________________
Gailen Krug
Director
(Date) April 21, 2005
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/s/ Rex L. Mears
_____________________________
Rex L. Mears
Director
(Date) April 21, 2005
/s/ Hugh E. Miller
_____________________________
Hugh E. Miller
Director and member of
Wilmington Trust's
Compensation Committee
(Date) April 21, 2005
_____________________________
Stacey J. Mobley
Director and member of
Wilmington Trust's
Compensation Committee
(Date) April 21, 2005
/s/ David P. Roselle
_____________________________
David P. Roselle
Director and member of
Wilmington Trust's
Compensation Committee
(Date) April 21, 2005
/s/ H. Rodney Sharp III
_____________________________
H. Rodney Sharp III
Director and member of
Wilmington Trust's
Compensation Committee
(Date) April 21, 2005
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/s/ Thomas P. Sweeney
_____________________________
Thomas P. Sweeney
Director
(Date) April 21, 2005
/s/ Robert W. Tunnell Jr.
_____________________________
Robert W. Tunnell Jr.
Director
(Date) April 21, 2005
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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)
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)