As filed with the Securities and Exchange Commission on April 17, 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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NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2723087
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
FIFTY SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675
(Address of principal executive offices, including zip code)
NORTHERN TRUST CORPORATION
2002 STOCK PLAN
(Full title of the plan)
KELLY R. WELSH
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIFTY SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60675
(Name and address of agent for service)
(312) 630-6000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
------------------- ------------ ---------------- ---------------- ----------------
Common Stock, $1.66-2/3 par value 7,500,000 shares $56.93 (1) $426,975,000 (1) $39,281.70 (1)
per share (including associated
Preferred Stock Purchase Rights)
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(1) Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The
Nasdaq Stock Market on April 15, 2002 pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the amount of the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Northern Trust Corporation (the
"Registrant") for the fiscal year ended December 31, 2001;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")
since the end of the fiscal year referred to in (a) above;
(c) The description of the Registrant's Common Stock contained in a
registration statement filed pursuant to Section 12 of the 1934
Act, and any amendment or report filed for the purpose of
updating such description, including Exhibit 99(i) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; and
(d) The description of the Registrant's Preferred Stock Purchase
Rights contained in a registration statement on Form 8-A dated
July 24, 1998 and filed with the Securities and Exchange
Commission (the "Commission") on July 24, 1998, as amended by
Amendment No. 1 dated as of November 18, 1998 and filed with the
Registrant's Current Report on Form 8-K dated November 20, 1998,
and Amendment No. 2 dated as of February 16, 1999 and filed with
the Registrant's Current Report on Form 8-K dated February 19,
1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Kelly R. Welsh, Executive Vice President and General Counsel of
the Registrant, has furnished the opinion attached as Exhibit 5 to
this registration statement with respect to the validity of the
securities being registered hereunder. As of April 1, 2002, Mr. Welsh
owned 30,167 shares of Common Stock of the Registrant, of which 30,001
are shares issuable pursuant to stock options exercisable within 60
days.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and Article
Eighth of the Corporation's Restated Certificate of Incorporation
provide for indemnification of the Corporation's directors and
officers in a variety of circumstances, which may include liabilities
under the Securities Act of 1933, as amended (the "1933 Act"). The
general effect of these provisions is to provide that the Corporation
shall indemnify its directors and officers against all liabilities and
expenses reasonably incurred in connection with the defense or
settlement of any judicial or administrative proceedings in which they
become involved by reason of their status as corporate directors or
officers, if they acted in good faith and in the reasonable belief
that their conduct was neither unlawful (in the case of criminal
proceedings) nor inconsistent with the best interests of the
Corporation. With respect to legal proceedings by or in the right of
the Corporation in which a director or officer is adjudged liable for
improper performance of his duty to the Corporation, indemnification
is limited by such provisions to that amount which is permitted by the
court. In addition, the Corporation has purchased insurance as
permitted by Delaware law on behalf of directors, officers, employees
or agents, which may cover liabilities under the 1933 Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which 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 1933 Act;
(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 value of securities offered
would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range
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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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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, 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 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
1933 Act, 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 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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
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precedent, submit to a court of appropriate jurisdiction the question
whether such 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 Chicago, State of Illinois, on April 16, 2002.
NORTHERN TRUST CORPORATION
(REGISTRANT)
By: /s/ William A. Osborn
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William A. Osborn
Chairman and Chief Executive
Officer
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.
SIGNATURE TITLE DATE
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/s/ William A. Osborn Chairman, Chief Executive Officer and April 16, 2002
-------------------------------- Director
William A. Osborn
Perry R. Pero* Vice Chairman and April 16, 2002
-------------------------------- Chief Financial Officer
Perry R. Pero
Harry W. Short* Executive Vice President and April 16, 2002
-------------------------------- Controller (Chief Accounting Officer)
Harry W. Short
Duane L. Burnham* Director April 16, 2002
--------------------------------
Duane L. Burnham
Dolores E. Cross* Director April 16, 2002
--------------------------------
Dolores E. Cross
Susan Crown* Director April 16, 2002
--------------------------------
Susan Crown
Robert S. Hamada* Director April 16, 2002
--------------------------------
Robert S. Hamada
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SIGNATURE TITLE DATE
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Barry G. Hastings* Director April 16, 2002
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Barry G. Hastings
Robert A. Helman* Director April 16, 2002
--------------------------------
Robert A. Helman
Arthur L. Kelly* Director April 16, 2002
--------------------------------
Arthur L. Kelly
Frederick A. Krehbiel* Director April 16, 2002
--------------------------------
Frederick A. Krehbiel
Robert C. McCormack* Director April 16, 2002
--------------------------------
Robert C. McCormack
Edward J. Mooney* Director April 16, 2002
--------------------------------
Edward J. Mooney
John W. Rowe* Director April 16, 2002
--------------------------------
John W. Rowe
Harold B. Smith* Director April 16, 2002
--------------------------------
Harold B. Smith
William D. Smithburg* Director April 16, 2002
--------------------------------
William D. Smithburg
*By: /s/ Kelly R. Welsh
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Kelly R. Welsh
Attorney-in-Fact
(Pursuant to Powers
of Attorney filed as
Exhibits to this
Registration Statement)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3(ii)
of the Registrant's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 2000)
4.2 By-laws, as amended
(Incorporated by reference to Exhibit
3 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1999)
5 Opinion of Counsel
23.1 Consent of Counsel
(Contained in its opinion filed
as Exhibit 5)
23.2 Consent of Independent Public Accountants
24 Powers of Attorney
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