As filed with the Securities and Exchange Commission on November
22, 1995
Registration No. 33-____________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
HUBCO, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-2405746
(I.R.S. Employer Identification No.)
1000 MACARTHUR BOULEVARD, MAHWAH, NEW JERSEY 07430
(Address of principal executive offices) (Zip code)
NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
(Full title of the plan)
KENNETH T. NEILSON, PRESIDENT
HUBCO, INC.
1000 MACARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(Name and address of agent for service)
(201) 236-2200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price aggregate registration
be registered registered<F1> per unit<F2> offering price<F2> fee
- ---------------------------------------------------------------------------------------
Common stock, 10,850 $4.608 $49,996.80 $100.00
No par value
21,700 $4.147 $89,989.90
- ---------------------------------------------------------------------------------------
<FN>
<F1> This Registration Statement covers, in addition to the number of
shares of Common Stock stated above, such indeterminate number
of shares as may become subject to options under the Non-Qualified
Stock Option Grant Agreement as a result of the anti-dilution
provisions thereof.
<F2> Pursuant to Rule 457(h) under the Securities Act of 1933, based on
the option exercise price of $4.608 per share for 10,850 shares of
Common Stock and $4.147 per share for 21,700 shares of Common Stock,
as set forth in the Non-Qualified Stock Option Grant Agreement.
</FN>
</TABLE>
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual
Information
Not filed with this Registration Statement.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by
reference in this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994;
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995;
(c) the Registrant's Current Reports on Form 8-K dated:
(1) February 14, 1995 (filed on February 23, 1995),
as amended by a form 8-K/A filed on September 27,
1995,
(2) February 14, 1995 (filed on March 2, 1995),
(3) April 5, 1995 (filed on April 19, 1995), as
amended by a Form 8-K/A filed on April 25, 1995,
(4) April 18, 1995 (filed on April 21, 1995),
(5) June 30, 1995 (filed on July 3, 1995),
(6) August 14, 1995 (filed on August 24, 1995),
(7) October 16, 1995 (filed on October 19, 1995), and
(8) October 20, 1995 (filed on October 23, 1995).
(9) November 3, 1995 (filed on November 15, 1995).
(d) Form 8-A registering the Registrant's common stock.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange 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 in this Registration Statement and to
be part hereof from the respective dates of filing of such
documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or is deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
(a) Limitation of Liability of Directors and Officers.
Section 14A:2-7(3) of the New Jersey Business Corporation Act
permits a corporation to provide in its Certificate of
Incorporation that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of any
duty owed to the corporation or its shareholders, except that
such provisions shall not relieve a director or officer from
liability for any breach of duty based upon an act or omission
(a) in breach of such person's duty of loyalty to the corporation
or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such
person of any improper personal benefit. Article X of the
Registrant's Certificate of Incorporation includes limitation on
the liability of officers and directors to the fullest extent
permitted by New Jersey law.
(b) Indemnification of Directors, Officers, Employees and
Agents. Under Article VI of its Certificate of Incorporation,
HUBCO must, to the fullest extent permitted by law, indemnify its
directors, officers, employees and agents. Section 14A:3-5 of
the New Jersey Business Corporation Act provides that a
corporation may indemnify its directors, officers, employees and
agents against judgements, fines, penalties, amounts paid in
settlement and expenses, including attorneys' fees, resulting
from various types of legal actions or proceedings if the actions
of the party being indemnified meet the standards of conduct
specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a
disinterested majority of the Board of Directors, (b) independent
legal counsel, or (c) an affirmative vote of a majority of shares
held by the shareholders. No indemnification is permitted to be
made to or on behalf of a corporate director, officer, employee
or agent if a judgement or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in
breach of his duty of loyalty to the corporation or its
shareholders, (b) were not in good faith or involved a knowing
violation of law or (c) resulted in receipt by such person of an
improper personal benefit.
(c) Insurance. The Registrant's directors and officers
are insured against losses arising from any claim against them
such as wrongful acts or omissions, subject to certain
limitations.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Non-Qualified Stock Option Grant Agreement
5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of Pitney, Hardin, Kipp & Szuch (included
in the opinion filed as Exhibit 5(a) hereto)
23(b) Consent of Arthur Anderson LLP
Item 9. Undertakings
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 and 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,
(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.
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 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.
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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 Township of Mahwah, State of New Jersey, on
the 17th day of October, 1995.
HUBCO, INC.
By: KENNETH T. NEILSON
-----------------------------
Kenneth T. Neilson
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
JAMES E. SCHIERLOH Chairman of the October 17, 1995
- ------------------------ Board and Director
(James E. Schierloh)
KENNETH T. NEILSON President and October 17, 1995
- ------------------------ Director (Chief
(Kenneth T. Neilson) Executive Officer)
ROBERT J. BURKE Director October 17, 1995
- ------------------------
(Robert J. Burke)
JOAN DAVID Director October 17, 1995
- ------------------------
(Joan David)
THOMAS R. FARLEY Director October 17, 1995
- ------------------------
(Thomas R. Farley)
HENRY G. HUGELHEIM Director October 17, 1995
- ------------------------
(Henry G. Hugelheim)
<PAGE>
HARRY J. LEBER Director October 17, 1995
- ------------------------
(Harry J. Leber)
BRYANT D. MALCOLM Director October 17, 1995
- ------------------------
(Bryant D. Malcolm)
W. PETER McBRIDE Director October 17, 1995
- ------------------------
(W. Peter McBride)
CHARLES F.X. POGGI Director October 17, 1995
- ------------------------
(Charles F.X. Poggi)
Director October 17, 1995
- ------------------------
(Sister Grace Frances
Strauber)
EDWIN WACHTEL Director October 17, 1995
- ------------------------
(Edwin Wachtel)
RICHARD LINHART Treasurer and October 17, 1995
- ------------------------ Chief Financial
(Richard Linhart) Officer (Principal
Financial Officer)
CHRISTINA L. MAIER Assistant October 17, 1995
- ------------------------ Treasurer
(Christina L. Maier) (Principal
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4 Non-Qualified Stock Option Grant Agreement
5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5 hereto)
23(b) Consent of Arthur Andersen LLP
Exhibit 4
NON-QUALIFIED STOCK OPTION
GRANT AGREEMENT
THIS AGREEMENT shall hereby evidence the grant by
HUBCO, Inc. (the "Company"), on June 30, 1995 (the "Date of
Grant"), to Robert F. Mangano, (the "Optionee") as part of the
Optionee's compensation, the Non-Qualified Stock Options set
forth below on the terms and subject to the conditions of this
Agreement.
BACKGROUND
WHEREAS, Optionee has been employed as the President
and Chief Executive Officer of Urban National Bank;
WHEREAS, in such capacity, Optionee was awarded Options
from Urban National Bank in 1992 and 1993;
WHEREAS, pursuant to that certain Amended and Restated
Agreement and Plan of Merger dated as of February 14, 1995, Urban
National Bank is being acquired by HUBCO, Inc. and merged into
Hudson United Bank; and
WHEREAS, HUBCO, Inc. wishes to assume the obligations
of Urban National Bank with regard to the Optionee's Options on
the terms set forth herein.
1. THE OPTIONS
The Company hereby grants the Optionee the following
options: (1) an option to purchase 10,850 shares of the Common
Stock of the Company (the "A Option"); and (2) an option to
purchase 21,700 shares of the Common Stock of the Company (the "B
Option"). The A Option and the B Option referred to herein as
the "Options", and the shares issued upon exercise of the Options
referred to as the "Optioned Shares".
2. OPTION PRICE
The price at which the Optioned Shares may be purchased
is as follows: for the A Options, $4.608 per share, and for the
B Options, $4.147 per share.
3. OPTION TERMS
Subject to Paragraph 3 hereof, the right to exercise
the Options shall commence on June 30, 1995, and shall expire on
June 1, 2002, for the A Options and September 13, 2003 for the B
Options, except that:
(a) IN THE EVENT OF RETIREMENT. If the Optionee's
employment terminates by reason of his retirement (other than
retirement for permanent and total disability as defined in
Section 105(d)(4) of the Internal Revenue Code) pursuant to the
terms of a pension or retirement plan, an Option may thereafter
be exercised to the extent it was exercisable at the time of such
retirement but may not be exercised after the expiration of the
period of three years from the date of such termination of
employment or of the stated period of the Option, whichever
period is the shorter; provided, however, that if the Optionee
dies within three years after such termination of employment, any
unexercised portion of an Option, to the extent to which it was
exercisable at the time of the Optionee's death may thereafter be
exercised by the legal representative of the estate or by the
legatee of the Option under a last will for a period of twelve
months from the date of the Optionee's death or until the
expiration of the stated period of the Option, whichever period
is shorter.
(b) IN THE EVENT OF DISABILITY. If the Optionee's
employment terminates by reason of permanent and total disability
(as defined in Section 105(d)(4) of the Internal Revenue Code),
an Option may thereafter be exercised in full but an A Option may
not be exercised after the expiration of the period of twelve
months from the date of such termination of employment or of the
stated period of the Option, whichever period is the shorter and
a B Option may not be exercised after the expiration of the
period of thirty-six months from the date of such termination of
employment or of the stated period of the Option, whichever
period is shorter; provided, however, that if the Optionee dies
within twelve months after such termination of employment, any
unexercised portion of an Option, to the extent to which it was
exercisable at the time of the Optionee's death may thereafter be
exercised by the legal representative of the estate or by the
legatee of the Optionee under a last will for a period of twelve
months from the date of the Optionee's death or until the
expiration of the stated period of the Option, whichever period
is the shorter.
(c) IN THE EVENT OF DEATH. If the Optionee's
employment terminates by reason of the Optionee's death , an
Option may thereafter be exercised in full by the legal
representative of the estate or by the legatee of the Optionee
under a last will, but may not be exercised after expiration of a
period of twelve months from the date of the Optionee's death or
of the stated period of the Option, whichever period is the
shorter.
(d) OTHER TERMINATION. If the Optionee's employment
terminates for any reason other than death, retirement or such
permanent and total disability, the A Option shall thereupon
immediately terminate and the B Option shall terminate upon the
earlier to occur of the expiration of the Option term or thirty
(30) days after the termination of Optionee's employment.
4. RESTRICTIONS OF OPTION EXERCISE
(a) In no event may any Option be exercised, in whole
or in part:
(i) after the expiration of its terms;
(ii) if exercise would constitute a violation of
any applicable federal or state securities
or other law or valid regulation.
(b) Optionee acknowledges that neither this Agreement
nor the grant of the Options hereunder satisfy the conditions of
Securities and Exchange Commission Rule 16b-3 and so do not
qualify for the exemption from Section 16(b) of the Securities
Exchange Act provided for thereunder.
5. NONTRANSFERABLE OPTION
During the Optionee's lifetime the Options may be
exercised only by the Optionee, or by his duly appointed legal
guardian in the event of the legal disability of the Optionee.
The Options may not be assigned, transferred, alienated, pledged,
encumbered or subject to a lien in any manner otherwise than by
will or the laws of descent and distribution.
6. NOTICE OF EXERCISE AND PAYMENT FOR OPTIONED SHARES
(a) An Option may be exercised by delivering to the
Secretary of the Committee of the Board of Directors
administering the Option (the "Committee") a completed Option
exercise form, copies of which may be obtained from the
Committee, stating the number of optioned shares for which the
Option is being exercised and accompanied by the total Option
price therefor (including any applicable taxes). Payment of the
Option price shall be made as follows: in cash or by certified
check payable to the Company in U.S. funds.
(b) An Option may not be exercised for less than 50
optioned shares or the full number of optioned shares for which
the Option is then exercisable, whichever amount is less. The
Optionee shall not have any rights to dividends or other rights
of a shareholder with respect to the optioned shares, except for
optioned shares for which he has exercised his Option, and paid
the Option price.
7. ADJUSTMENTS
In the event of any change in the outstanding Common
Stock of Company by reason of any stock split, stock dividend,
split-up, split-off, spin-off, recapitalization, merger, consoli-
dation, rights offering, reorganization, combination or exchange
of shares, a sale by Company of all or part of its assets, any
distribution to shareholders other than a normal cash dividend,
or other extraordinary or unusual event, the number or kind of
shares subject to, and the option price per share hereunder,
shall be automatically adjusted so that the proportionate
interest of the Optionee shall be maintained as before the
occurrence of such event; such adjustment in this Option shall be
made without change in the total option exercise price applicable
to the unexercised portion of this Option and with a
corresponding adjustment in the exercise price per share, and
such adjustment shall be conclusive and binding on the Optionee.
8. OPTION RECEIPT
The Options are granted as an incentive for employment.
The Optionee acknowledges receipt of a copy of the Option,
confirms that he has reviewed the terms and conditions of the
Option.
HUBCO, INC.
By: /s/ KENNETH T. NEILSON
-----------------------
ACCEPTED AND AGREED TO
AS OF THE DATE OF GRANT.
/s/ ROBERT F. MANGANO
- ------------------------
ROBERT F. MANGANO
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
November 21, 1995
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Re: Registration Statement on Form S-8
for Shares of Common Stock issuable
pursuant to options granted under the
Non-Qualified Stock Option Grant Agreement
------------------------------------------
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by HUBCO, Inc. (the
"Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), of shares of common stock of the
Company, no par value (the "Shares") issuable pursuant to options
granted under the Non-Qualified Stock Option Grant Agreement (the
"Agreement").
We have also examined originals, or copies certified or
otherwise identified to our satisfaction, of the Agreement, the
Certificate of Incorporation and By-laws of the Company, as
currently in effect, and relevant resolutions of the Board of
Directors of the Company; and we have examined such other
documents as we deemed necessary in order to express the opinion
hereinafter set forth.
In our examination of such documents and records, we
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies.
Based on the foregoing, it is our opinion that when, as
and if the Registration Statement shall have become effective
pursuant to the provisions of the Act and the Shares shall have
been duly issued and delivered in the manner contemplated by the
Registration Statement, including the Prospectus relating to the
Shares, the Shares will be legally issued, fully paid and non-
assessable.<PAGE>
<PAGE>
The foregoing opinion is limited to the federal laws of
the United States and the laws of the State of New Jersey, and we
are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We consent to use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated June 30, 1995 included in the Current
Report on Form 8-K filed on October 23, 1995
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 17, 1995
