As filed with the Securities and Exchange Commission on August 8, 2001
Registration No.
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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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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
06-1187536
(IRS employer identification number)
Webster Plaza
Waterbury, Connecticut 06702
(203) 753-2921
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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WEBSTER FINANCIAL CORPORATION AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of the Plan)
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William J. Healy
Executive Vice President and
Chief Financial Officer
Webster Financial Corporation
145 Bank Street
Waterbury, Connecticut 06702
(203) 578-2335
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE (1) PRICE (1)(2) FEE (1)(2)
------------------------------------------- ----------------- --------------------- -------------------- --------------
Common Stock, $0.01 par value of share 1,500,000 $35.65 $53,475,000 $13,369
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based upon
the average of the high and low prices for shares of common stock of Webster
Financial Corporation as listed on the Nasdaq stock market and calculated as of
August 3, 2001.
(2) The Registrant is registering 1,500,000 shares of its common stock, par
value $.01 per share ("Common Stock"), reserved for issuance pursuant to
outstanding options under the Webster Financial Corporation Amended and Restated
1992 Stock Option Plan.
REGISTRATION OF ADDITIONAL SHARES
Webster Financial Corporation ("Webster") filed a Registration
Statement on Form S-8 (File No. 333-48548) with the Securities and Exchange
Commission (the "SEC") on October 25, 2000, pursuant to which it registered
2,961,000 shares of Webster common stock, par value $.01 per share, reserved for
issuance under the Webster Financial Corporation 1992 Stock Option Plan. The
contents of the registration statement are incorporated herein by reference.
Subsequently, the Board of Directors of Webster, on April 23,
2001, voted to amend and restate the 1992 Stock Option Plan in its entirety and
authorized an increase in the number of shares to be issued under the Amended
and Restated 1992 Stock Option Plan. These actions were approved by the
shareholders of Webster on April 26, 2001. In connection therewith, Webster
hereby registers an additional 1,500,000 shares of common stock, par value $.01
per share, to be reserved for issuance under the Amended and Restated 1992 Stock
Option Plan.
ITEM 8. EXHIBITS.
Exhibit
No. Exhibit
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4.1 Specimen common stock certificate (Incorporated by reference to
Exhibit 4.1 to Webster's registration statement on Form S-3
(File No. 333-81563) filed with the SEC on June 25, 1999.)
4.2 Rights Agreement, dated as of February 5, 1996, between Webster
and Chemical Mellon Shareholder Services, L.L.C. (Incorporated
by reference to Exhibit 1 to Webster's Current Report on Form
8-K filed with the SEC on February 12, 1996.)
4.3 Amendment No. 1 to Rights Agreement, entered into as of November
4, 1996, by and between Webster and ChaseMellon Shareholder
Services, L.L.C. (Incorporated by reference to Webster's Current
Report on Form 8-K filed with the SEC on November 25, 1996.)
4.4 Amendment No. 2 to Rights Agreement, entered into as of October
30, 1998, between Webster and American Stock Transfer & Trust
Company (Incorporated by reference to Exhibit 1 to Webster's
Current Report on Form 8-K filed with the SEC on October 30,
1998.)
5 Opinion of Hogan & Hartson, L.L.P. as to the validity of the
securities registered hereunder, including the consent of Hogan
& Hartson, L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Hartson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto)
24 Power of Attorney (previously filed with the Registration
Statement on Form S-8 (File No. 333-48548) as filed with the SEC
on October 25, 2000.)
99.1 Section 145 of the Delaware General Corporation Law.
(Incorporated by reference to Exhibit 99.1 of Webster's
post-effective amendment No. 1 to the registration statement on
Form S-3 (File No. 333-65428) filed with the SEC on December 10,
1999.)
99.2 Webster Financial Corporation 1992 Stock Option Plan, (as
amended and restated effective, April 26, 2001)
2
SIGNATURES
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 Waterbury, state of Connecticut on August 8, 2001.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
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James C. Smith
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 indicated on the 8th day of August, 2001.
SIGNATURE TITLE
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/s/ James C. Smith Chairman and Chief Executive
---------------------------------- Officer, Principal Executive Officer
James C. Smith
/s/ William J. Healy Executive Vice President and Chief
---------------------------------- Financial Officer (Principal
William J. Healy Financial Officer)
/s/ Achille A. Apicella* Director
----------------------------------
Achille A. Apicella
/s/ Joel S. Becker* Director
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Joel S. Becker
/s/ O. Joseph Bizzozero, Jr.* Director
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O. Joseph Bizzozero, Jr.
---------------------------------- Director
William T. Bromage
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/s/ George T. Carpenter Director
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George T. Carpenter
/s/ John J. Crawford Director
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John J. Crawford
3
/s/ Robert A. Finkenzeller* Director
----------------------------------
Robert A. Finkenzeller
/s/ Edgar C. Gerwig* Director
----------------------------------
Edgar C. Gerwig
/s/ C. Michael Jacobi* Director
----------------------------------
C. Michael Jacobi
/s/ John F. McCarthy* Director
----------------------------------
John F. McCarthy
/s/ Michael G. Morris* Director
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Michael G. Morris
/s/ Sister Marguerite Waite* Director
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Sister Marguerite Waite
*By Power of Attorney
/s/ James C. Smith
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James C. Smith
4
EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 Specimen common stock certificate (Incorporated by reference to
Exhibit 4.1 to Webster's registration statement on Form S-3
(File No. 333-81563) filed with the SEC on June 25, 1999.)
4.2 Rights Agreement, dated as of February 5, 1996, between Webster
and Chemical Mellon Shareholder Services, L.L.C. (Incorporated
by reference to Exhibit 1 to Webster's Current Report on Form
8-K filed with the SEC on February 12, 1996.)
4.3 Amendment No. 1 to Rights Agreement, entered into as of November
4, 1996, by and between Webster and ChaseMellon Shareholder
Services, L.L.C. (Incorporated by reference to Webster's Current
Report on Form 8-K filed with the SEC on November 25, 1996.)
4.4 Amendment No. 2 to Rights Agreement, entered into as of October
30, 1998, between Webster and American Stock Transfer & Trust
Company (Incorporated by reference to Exhibit 1 to Webster's
Current Report on Form 8-K filed with the SEC on October 30,
1998.)
5 Opinion of Hogan & Hartson, L.L.P. as to the validity of the
securities registered hereunder, including the consent of Hogan
& Hartson, L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Hartson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto)
24 Power of Attorney (previously filed with the Registration
Statement on Form S-8 (File No. 333-48548) as filed with the SEC
on October 25, 2000.)
99.1 Section 145 of the Delaware General Corporation Law.
(Incorporated by reference to Exhibit 99.1 of Webster's
post-effective amendment No. 1 to the registration statement on
Form S-3 (File No. 333-65428) filed with the SEC on December 10,
1999.)
99.2 Webster Financial Corporation 1992 Stock Option Plan, (as
amended and restated, effective April 26, 2001)