As filed with the Securities and Exchange Commission on March 26, 1997
Registration No. 333-
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 22-2405746
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address, including zip code of registrant's principal executive offices)
1997 STOCK OPTION PLAN
(FOR HUBCO EMPLOYEES WHO WERE FORMER WESTPORT EMPLOYEES)
(Full title of the Plan)
Kenneth T. Neilson, Chairman of the Board
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2631
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------
With a Copy to:
Michael W. Zelenty, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(201) 966-8125
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share price
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, no par 343,708 shares (1) $7.1572 (2) $2,549,976 (2) $848.27
value
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
- --------------------------
(1) This Registration Statement also covers shares of common stock issuable
pursuant to the anti-dilution provisions of the underlying stock options. (2)
Calculated pursuant to Rule 457(h)(1) based on the weighted average exercise
price per share of the registrant's common stock under the underlying stock
options.
<PAGE>
PART I
INFORMATION REQUIREMENT 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
The following documents filed by HUBCO, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Company's 1995 Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
3. Current Reports on Form 8-K filed with the Commission on January 16,
1996; February 20, 1996; March 6, 1996, as amended by Form 8-K/A filed
with the Commission on March 18, 1996; May 2, 1996; May 8, 1996; July
2, 1996; July 16, 1996, as amended by Form 8-K/A filed with the
Commission on August 17, 1996; August 15, 1996; August 22, 1996; August
22, 1996 (separate filing); September 12, 1996; September 18, 1996, as
amended by Form 8-K/A filed with the Commission on September 24, 1996;
October 22, 1996, as amended by Form 8-K filed with the Commission on
October 28, 1996; November 4, 1996; December 6, 1996; January 8, 1997;
January 23, 1997; February 11, 1997 and February 21, 1997.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, hereby
are incorporated herein by reference and shall be deemed 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
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 Amended and Restated 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 action 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
Company's Amended and Restated 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 Amended and Restated 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
judgments, 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 judgment 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 Company maintains
insurance policies insuring the Company's directors and officers
against liability for wrongful acts or omissions arising out of their
positions as directors and officers, subject to certain limitations.
ITEM 7 Exemption from Registration Claimed
Not applicable.
ITEM 8 Exhibits
5 Opinion of Pitney, Hardin, Kipp & Szuch regarding legality of
securities.
23 Consent of Arthur Andersen LLP
ITEM 9 Undertakings
1. The undersigned registrant hereby undertakes:
(a) 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 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;
(b) That, for purposes 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.
(c) 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.
2. 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 this 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.
3. 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 requirement of the Securities Act of 1933, 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 March 25, 1997.
HUBCO, INC.
By: /S/ KENNETH T. NEILSON
---------------------------------------
Kenneth T. Neilson, Chairman, President
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/S/ KENNETH T. NEILSON
- ------------------------- Chairman, President, Chief March 25, 1997
(Kenneth T. Neilson) Executive Officer and Director
(Principal Executive Officer)
/S/ ROBERT J. BURKE
- ------------------------- Director February 25, 1997
(Robert J. Burke)
/S/ DONALD P. CALCAGNINI
- ------------------------- Director February 28, 1997
(Donald P. Calcagnini)
/S/ JOAN DAVID
- ------------------------- Director February 24, 1997
(Joan David)
/S/ THOMAS R. FARLEY
- ------------------------- Director February 27, 1997
(Thomas R. Farley)
/S/ ROBERT B. GOLDSTEIN
- ------------------------- Director February 28, 1997
(Robert B. Goldstein)
/S/ BRYANT MALCOLM
- ------------------------- Director February 28, 1997
(Bryant Malcolm)
/S/ W. PETER McBRIDE
- ------------------------- Director February 28, 1997
(W. Peter McBride)
/S/ CHARLES F.X. POGGI
- ------------------------- Director February 28, 1997
(Charles F.X. Poggi)
/S/ DAVID A. ROSOW
- ------------------------- Director February 24, 1997
(David A. Rosow)
/S/ JAMES E. SCHIERLOH
- ------------------------- Director February 24, 1997
(James E. Schierloh)
/S/ JOHN TATIGIAN
- ------------------------- Director February 28, 1997
(John Tatigian)
/S/ SR. GRACE FRANCES STRAUBER
- ------------------------------ Director February 28, 1997
(Sister Grace Frances Strauber)
/S/ CHRISTINA L. MAIER
- ------------------------- Assistant Treasurer (Senior March 25, 1997
(Christina L. Maier) Financial Officer and Principal
Accounting Officer)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 5 - Opinion Letter of Pitney, Hardin, Kipp & Szuch
Exhibit 23 - Consent of Arthur Andersen LLP
Exhibit 5
(Opinion Letter of Pitney, Hardin, Kipp & Szuch)
March 25, 1997
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by HUBCO, Inc. (the "Company") relating to 343,708
shares of the Company's Common Stock, no par value (the "Securities") to be
offered pursuant to the Company's 1997 Stock Option Plan (for HUBCO Employees
who were former Westport Employees) (the "Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we have deemed necessary or appropriate
in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Securities Act of 1933, as
amended (the "Act"), and the Securities have been duly issued as contemplated by
the Registration Statement and the Plan and for the consideration determined in
accordance with the terms of the Plan, the Securities will be validly issued,
fully paid and nonassessable.
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 hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
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 July 1,
1996 included in HUBCO's Current Report on Form 8-K filed on August 22, 1996.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 21, 1997
