SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUBCO, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State of Incorporation or Organization)
22-2405746
(I.R.S. Employer Identification No.)
3100 Bergenline Avenue, Union City, New Jersey 07087
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
(Title of each class (Name of each exchange on which
to be registered) each class is to be registered)
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock
(Title of class)
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered.
HUBCO, Inc's ("HUBCO's") securities to be registered will be
a series of cumulative convertible preferred stock designated
"Series A Preferred Stock" (the "HUBCO Preferred Stock"). The
HUBCO Preferred Stock will have a stated value of $24.00 per share.
HUBCO Preferred Stock was created for the purpose of the
acquisition of Washington Bancorp, Inc. by HUBCO (the "Merger")
and, when issued, will be fully paid and non-assessable. Upon the
reacquisition of any of the HUBCO Preferred Stock, through
redemption, conversion or otherwise, such reacquired shares will be
canceled and will become part of the authorized and unissued
preferred stock of HUBCO, but will not be authorized and unissued
HUBCO Preferred Stock -- that is, Series A Preferred Stock. The
HUBCO Preferred Stock will have the dividend, liquidation,
redemption, voting and conversion rights set forth below.
Rank
The HUBCO Series A Preferred Stock will be senior to any other
class or series of Preferred Stock in respect of (1) payment of
dividends, (2) payment upon dissolution, liquidation or winding up
and (3) redemption.
Dividends
The holders of HUBCO Preferred Stock, in preference to the holders
of HUBCO Common Stock and any other class or series of preferred
stock, will be entitled to receive, when and if declared by the
Board of Directors of HUBCO, out of funds legally available
therefor, cumulative cash dividends at the annual rate per share as
specified below, payable in quarter-annual installments on the 15th
day of February, May, August and November in each year, from the
date of issuance. The annual dividend rate will be fixed at the
date of Closing of the Merger (which will immediately precede the
effective date of the Merger (the "Effective Time")), based upon
the average "market price" of HUBCO Common Stock in the twenty (20)
consecutive business days ending two days immediately preceding the
date of Closing. The "market price" will be the closing price per
share of HUBCO Common Stock on the NASDAQ National Market System or
on any national securities exchange upon which the shares of HUBCO
Common Stock may become listed or admitted to trading. The annual
dividend rate will be fixed at the date of Closing as follows:
Average Market Price
of HUBCO Common Stock Annual Dividend Rate For
At the Closing Date HUBCO Preferred Stock
$21.00 to or more $1.32
$20.00 to $20.99 $1.44
$19.00 to $19.99 $1.56
Less than $19.00 $1.68
Liquidation Preference
Upon the voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of HUBCO, the holders of HUBCO Preferred
Stock will be entitled to receive out of the assets of HUBCO $24.00
per share, together with cumulative dividends accrued and unpaid to
the date of payment of such $24.00 distribution preference before
any amount will be paid to the holders of HUBCO Common Stock or any
other class or series of preferred stock of HUBCO. Such dividends
will be deemed to accrue on a daily basis. The merger or
consolidation of HUBCO into or with any other corporation, or the
merger of any other corporation into HUBCO, or the sale, lease or
conveyance of all or substantially all of the property or business
of HUBCO, will not be deemed to be a dissolution, liquidation or
winding up for purposes of such a distribution preference.
Redemption
The HUBCO Preferred Stock may be redeemed by HUBCO for $24.00
per share at any time after the later of (i) one year from the date
of Closing and (ii) the date on which the market price for the
HUBCO Common Stock is $24.00 or more for twenty (20) consecutive
business days. Each share of HUBCO Preferred Stock is convertible
into one share of HUBCO Common Stock (the "Conversion Ratio"). The
$24.00 market price will be adjusted each time the Conversion Ratio
is required to be adjusted for certain capital changes as described
below. As a consequence, the $24.00 price will be reduced by stock
splits or stock dividends effected with respect to the HUBCO Common
Stock. The HUBCO Preferred Stock may also be redeemed in
connection with a merger, consolidation or sale of all or
substantially all the assets of HUBCO which otherwise requires a
vote of the holders of HUBCO Preferred Stock. Less than all the
outstanding shares of the HUBCO Preferred Stock may be redeemed in
such manner as the Board of Directors of HUBCO prescribes. The
redemption price for shares of the HUBCO Preferred Stock will be
$24.00 per share, plus all accrued and unpaid dividends through the
date fixed for redemption. Such dividends will be deemed to accrue
on a daily basis.
HUBCO will not redeem any other class or series of preferred
stock unless and until all shares of the HUBCO Preferred Stock have
been redeemed. HUBCO cannot redeem any shares of HUBCO Preferred
Stock without the approval of the Federal Reserve Board. There are
restrictions on HUBCO's ability to redeem while there is an
arrearage in the payment of dividends. However, HUBCO may
repurchase in the market or in private transactions shares of its
Common Stock or shares of HUBCO Preferred Stock at any time while
the HUBCO Preferred Stock is outstanding.
Written notice of redemption will be given to each holder of
record of the shares of HUBCO Preferred Stock to be redeemed, in
each case at least 15 days and not more than 45 days prior to the
date fixed for redemption. If fewer than 25 days prior notice is
given to holders, then at least one follow-up written notice must
be sent to holders who have not converted by 7 days prior to the
redemption date. Each such notice must specify the shares of stock
to be redeemed, the redemption price, the date fixed for
redemption, the place for payment of the redemption price and for
surrender of the certificate or certificates representing the
shares to be redeemed, and if less than the total number of shares
held by such holder are to be redeemed, the number of shares of
such holder to be redeemed.
If notice of redemption has been given and if, on or before
the date fixed for redemption, the redemption price has been
provided and set aside by HUBCO with a bank with trust powers for
the pro rata benefit of the holders of the shares so called for
redemption, then, from and after the date fixed for redemption, (i)
the shares of HUBCO Preferred Stock called for redemption will no
longer be deemed outstanding, (ii) the dividends thereon will cease
to accumulate, and (iii) all rights with respect to such shares
will forthwith cease. The only right of the holders of the
redeemed shares after such date will be the right to receive the
redemption price for the shares called for redemption, without
interest.
HUBCO will not be obligated to make payments into or to
maintain any sinking fund for the redemption of HUBCO Preferred
Stock.
Conversion Into Common Stock
Subject to the adjustment provisions described herein, the
holder of any shares of HUBCO Preferred Stock at any time prior to
the date fixed for any redemption of the HUBCO Preferred Stock will
have the right to surrender the certificates evidencing such shares
and receive, in conversion of each share of HUBCO Preferred Stock,
one share of HUBCO Common Stock.
The conversion privilege may be exercised at any time
including from and after the date on which a notice of redemption
was given and prior to the close of business on the last day before
the date of redemption stated in the notice. To exercise the
conversion privilege, the holder of HUBCO Preferred Stock must
surrender the certificates representing the shares to be converted
at the office of the transfer agent of HUBCO and give written
notice to HUBCO at such office that the holder elects to convert
such shares. Such certificates must be duly endorsed or assigned
to HUBCO, or endorsed in blank. Conversion will be deemed to have
been effected immediately prior to the close of business on the
date upon which such surrender is made, and such date is referred
to as the "Conversion Date." On the Conversion Date or as promptly
thereafter as practicable, HUBCO will deliver to the holder of the
stock surrendered for conversion, or as otherwise directed by him
in writing, a certificate for the number of full shares of HUBCO
Common Stock deliverable upon conversion of such HUBCO Preferred
Stock and, if applicable, a check in respect to any fraction of a
share.
HUBCO will not deliver fractional shares of HUBCO Common Stock
upon conversion of shares of HUBCO Preferred Stock. In lieu of any
fractional share of HUBCO Common Stock that would otherwise be
deliverable upon conversion, HUBCO will pay an amount in cash equal
to the current market value of the fractional share, computed on
the basis of the market price on the last business day before the
Conversion Date. For this purpose, the "market price" on any
business day will be the closing price per share of HUBCO Common
Stock on the NASDAQ National Market System or, if the shares of
HUBCO Common Stock are then listed or admitted to trading on any
national securities exchange, the reported closing price per share
of HUBCO Common Stock on such exchange on such day.
The Conversion Ratio for the HUBCO Preferred Stock will be
adjusted from time to time in certain circumstances upon a stock
dividend, stock split, dividend payment (other than a cash
dividend), combination, reclassification or issuance of rights or
warrants with respect to HUBCO Common Stock. No adjustment will be
made if (i) HUBCO takes the same action with respect to the HUBCO
Preferred Stock in the same proportion as if each share of HUBCO
Preferred Stock had been converted into shares of HUBCO Common
Stock at the then applicable Conversion Ratio immediately before
the record date for the determination of holders of HUBCO Common
Stock entitled to receive the dividends, rights, warrants, or
distributions or (ii) such adjustment would not require a change of
at least 1% to the Conversion Ratio, except that any change of less
than 1% shall be carried forward to any subsequent change.
Voting Rights
Except as otherwise required by New Jersey corporate law and
as otherwise provided in HUBCO's certificate of incorporation, the
holders of HUBCO Preferred Stock will have no voting rights.
Under the New Jersey Business Corporation Act, holders of
HUBCO Preferred Stock are entitled to vote as a class (i) on
certain amendments to HUBCO's certificate of incorporation,
including any amendment which subordinates or otherwise adversely
affects the rights or preferences of the HUBCO Preferred Stock and
(ii) upon any merger which requires a shareholder vote and if the
plan of merger contains any provision which, if contained in a
proposed amendment to the certificate of incorporation, would
entitle the holder to vote as a class.
Under the terms of HUBCO's certificate of incorporation
creating the HUBCO Preferred Stock, holders of HUBCO Preferred
Stock are entitled to vote as a separate class on any merger,
consolidation or sale of all or substantially all of the assets of
HUBCO if the transaction requires the approval of the holders of
the HUBCO Common Stock, except as explained below. The affirmative
vote of a majority of the outstanding HUBCO Preferred Stock would
be required to approve any such merger, consolidation or sale of
assets. However, if in connection with such a transaction the
HUBCO Preferred Stock will be redeemed prior to or simultaneously
with the consummation of any such transaction, then the approval of
the holders of the HUBCO Preferred Stock would not be required and
any vote by the HUBCO Preferred Stock holders may be disregarded.
Also, in general, under the terms of HUBCO's certificate of
incorporation creating the HUBCO Preferred Stock, any amendment to
any provision of Section C of Article V of the certificate of
incorporation of HUBCO, which are the provisions creating the HUBCO
Preferred Stock, would require the affirmative vote of a majority
of the outstanding shares of HUBCO Preferred Stock.
Finally, if at any time HUBCO fails to pay for 2 quarters,
whether or not consecutive, the full quarter-annual dividends
payable on the HUBCO Preferred Stock, the holders of the HUBCO
Preferred Stock will have the right, voting as a separate class, to
elect a total of two directors to the class of directors elected at
the next annual meeting of shareholders (the "Preferred
Directors"). A dividend default with respect to the HUBCO
Preferred Stock, giving rise to the right to elect the Preferred
Directors, will be deemed to continue to exist until all accrued
dividends on all outstanding shares of the HUBCO Preferred Stock
have been paid to the end of the past preceding quarterly dividend
period. The Preferred Directors will continue to serve only until
the first meeting of shareholders after which the dividend default
has been fully cured.
ITEM 2. Exhibits
a) * The description of HUBCO's Common Stock set forth
in HUBCO's Registration Statement on Form 8-A filed
by HUBCO pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"), and any
amendment or report filed for the purpose of
updating any such description.
b) ** The HUBCO's Certificate of Incorporation, as
amended.
c) *** The HUBCO's By-laws, as amended.
d) **** Form of Certificate of Amendment of HUBCO's
Certificate of Incorporation creating the HUBCO
Series A Preferred Stock.
___________________
* Filed by HUBCO (File No. 0-10699) and hereby incorporated
by reference.
** Incorporated by reference from Exhibit 4(b) to HUBCO's
Registration Statement on Form S-3 (No. 33-72330) filed
with the SEC on December 2, 1993.
*** Incorporated by reference from HUBCO's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991.
**** Incorporated by reference from Appendix A and A-1 of the
HUBCO's Registration Statement on Form S-4 (No. 33-53197)
filed with the SEC on April 21, 1994 as amended on May
11, 1994.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
HUBCO, Inc.
Date: May 26, 1994 /s/ Kenneth T. Neilson
Kenneth T. Neilson
President and Chief Executive
Officer
