Attached files

file filename
EX-8.1 - OPINION OF DAVIS POLK & WARDWELL LLP REGARDING THE NOTES - WELLS FARGO & COMPANY/MNd762114dex81.htm
EX-5.1 - OPINION OF FAEGRE BAKER DANIELS LLP REGARDING THE NOTES - WELLS FARGO & COMPANY/MNd762114dex51.htm
EX-4.2 - FORM OF MEDIUM-TERM NOTES, SERIES K, PRINCIPAL AT RISK SECURITIES - WELLS FARGO & COMPANY/MNd762114dex42.htm
EX-4.1 - FORM OF MEDIUM-TERM NOTES, SERIES K, PRINCIPAL AT RISK SECURITIES - WELLS FARGO & COMPANY/MNd762114dex41.htm

 

 

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): July 28, 2014

 

 

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 94104

(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. 333-180728) filed by Wells Fargo & Company with the Securities and Exchange Commission.

On July 28, 2014, Wells Fargo & Company issued the following Medium-Term Notes, Series K: (i) Principal at Risk Securities Linked to the Russell 2000® Index due July 28, 2017; and (ii) Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due July 28, 2017.

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 Baker Daniels LLP regarding the Notes and the opinion of Davis Polk & Wardwell LLP, Wells Fargo & Company’s special tax counsel, regarding the Notes.

 

  (d)

Exhibits

 

  4.1

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index due July 28, 2017.

 

  4.2

Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due July 28, 2017.

 

  5.1

Opinion of Faegre Baker Daniels LLP regarding the Notes.

 

  8.1

Opinion of Davis Polk & Wardwell LLP regarding the Notes.

 

  23.1

Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).

 

  23.2

Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 8.1).

 

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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: July 28, 2014    

/s/ Paul R. Ackerman

 
    Paul R. Ackerman  
    Executive Vice President and  
    Treasurer  

 

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Index to Exhibits

 

Exhibit No.   Description      Method of Filing
  4.1   Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index due July 28, 2017.      Electronic
Transmission
  4.2   Form of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the iShares® MSCI Emerging Markets ETF due July 28, 2017.      Electronic
Transmission
  5.1   Opinion of Faegre Baker Daniels LLP regarding the Notes.      Electronic
Transmission
  8.1   Opinion of Davis Polk & Wardwell LLP regarding the Notes.      Electronic
Transmission
23.1   Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).     
23.2   Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 8.1).     

 

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