As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-_________
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
incorporation or organization) Identification No.)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address, including zip code of registrant's principal executive offices)
1992 INCENTIVE STOCK OPTION PLAN
1992 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(FORMERLY PLANS OF MSB BANCORP, INC.)
(Full title of the Plan)
Kenneth T. Neilson,
Chairman, President and Chief Executive Officer
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
(973) 966-8125
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CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price aggregate offering registration fee
per share(2) price (2)
<S> <C> <C> <C> <C>
Common Stock, no par 75,381 shares $36.28 $2,734,823 $807
value
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
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(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated above, such indeterminable number of shares of Common
Stock as may become subject to the 1992 Incentive Stock Option Plan or the 1992
Stock Option Plan for Outside Directors as a result of the anti-dilution
provisions thereof.
(2) Estimated in accordance with Rule 457(h)(1) solely for purposes of
calculating the registration fee based upon the average of the high and low
sales price of the Common Stock on the Nasdaq National Market System on July 13,
1998 as reported in The Wall Street Journal.
<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 Annual Report on Form 10-K for the year ended December
31, 1997
2. The Company's Quarterly Report for the quarter ended March 31, 1998.
3. Current Reports on Form 8-K filed with the Commission on October 23,
1997 (announced Poughkeepsie Financial Corp. acquisition), December 22,
1998 (announced MSB Bancorp, Inc. acquisition), January 14, 1998,
January 16, 1998, February 13, 1998, March 20, 1998, March 31, 1998
(announced IBS Financial Corp. and Dime Financial Corporation
acquisitions), April 2, 1998 (announced Community Financial Holding
Corporation and 23 branches of First Union National Bank acquisitions),
April 20, 1998, June 2, 1998, June 11, 1998, June 26, 1998, July 2,
1998, July 10, 1998, and July 15, 1998 and the Current Reports on Form
8-K/A filed with the Commission on May 15, 1998, June 29, 1998, July 6,
1998 and July 10, 1998.
4. The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed by the Company pursuant to
Section 12(g) of the Securities Exchange Act of 1934.
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
Certain legal matters relating to the issuance of the shares of the
Company's Common Stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch, counsel to the Company. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch beneficially own 792 shares of the Company's Common Stock
as of June 2, 1998.
The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three year period ended December
31, 1997, included in the Company's Annual Report on Form 10-K and incorporated
by reference herein, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report dated January 10, 1998, with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The Auditors' Report dated January 27, 1998 relating to the financial
statements of former MSB Bancorp, Inc., by KPMG Peat Marwick LLP, appearing in
the Current Report on Form 8-K of HUBCO, Inc. dated July 10, 1998 is
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
The Auditors' Report dated January 23, 1998 relating to the financial
statements of Poughkeepsie Financial Corp., by Deloitte & Touche LLP, appearing
in the Current Report on Form 8-K/A of HUBCO, Inc. dated June 29, 1998 is
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
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
23.1 Consent of Arthur Andersen LLP 23.2 Consent of Pitney, Hardin, Kipp &
Szuch (contained in the opinion included as Exhibit 5)
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Deloitte & Touche 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities 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 July 16, 1998
HUBCO, INC.
KENNETH T. NEILSON
By: _______________________________________
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.
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Signature Title Date
<S> <C> <C>
Chairman, President, Chief
KENNETH T. NEILSON Executive Officer and Director July 16, 1998
- ------------------------------------ (Principal Executive Officer)
(Kenneth T. Neilson)
ROBERT J. BURKE Director July 16, 1998
- ------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI
- ------------------------------------ Director July 16, 1998
(Donald P. Calcagnini)
JOAN DAVID
- ------------------------------------ Director July 16, 1998
(Joan David)
THOMAS R. FARLEY
- ------------------------------------ Director July 16, 1998
(Thomas R. Farley)
BRYANT MALCOLM
- ------------------------------------ Director July 16, 1998
(Bryant D. Malcolm)
W. PETER McBRIDE
- ------------------------------------ Director July 16, 1998
(W. Peter McBride)
CHARLES F.X. POGGI
- ------------------------------------ Director July 16, 1998
(Charles F.X. Poggi)
DAVID A. ROSOW
- ------------------------------------ Director July 16, 1998
(David A. Rosow)
JAMES E. SCHIERLOH
- ------------------------------------ Director July 16, 1998
(James E. Schierloh)
JOHN TATIGIAN
- ------------------------------------ Director July 16, 1998
(John H. Tatigian)
SR. GRACE FRANCES STRAUBER
- ------------------------------------ Director July 16, 1998
(Sister Grace Frances Strauber)
NOEL deCORDOVA, JR.
- ------------------------------------ Director July 16, 1998
(Noel deCordova, Jr.)
JOSEPH B. TOCKARSHEWSKY
- ------------------------------------ Director July 16, 1998
(Joseph B. Tockarshewsky)
WILLIAM C. MYERS Director July 16, 1998
- ------------------------------------
(William C. Myers)
JOSEPH F. HURLEY Executive Vice President and Chief
- ------------------------------------ Financial Officer July 16, 1998
(Joseph F. Hurley)
Senior Vice President
- ------------------------------------ and Controller July __, 1998
(Chris A. Witkowski)
</TABLE>
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INDEX TO EXHIBITS
Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch
Exhibit 23.1 Consent of Arthur Andersen LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the
opinion included as Exhibit 5)
Exhibit 23.3 Consent of KPMG Peat Marwick LLP
Exhibit 23.4 Consent of Deloitte & Touche LLP
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
July 17, 1998
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 75,381
shares of the Company's Common Stock, no par value (the "Securities") to be
offered pursuant to the Company's 1992 Incentive Stock Option Plan and the 1992
Stock Option Plan for Outside Directors (formerly plans of MSB Bancorp, Inc.)
(the "Plans").
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
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plans and for the
consideration determined in accordance with the terms of the Plans, 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 Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23.1
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 January
10, 1998 included in HUBCO's Annual Report on Form 10-K and to all references to
our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
July 13, 1998
Exhibit 23.3
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
HUBCO, Inc.
(Successors of MSB Bancorp, Inc.):
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of HUBCO, Inc. of our report dated January 27, 1998 relating to the
consolidated balance sheets of MSB Bancorp Inc. and Subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the years in the two-year
period ended December 31, 1997, which report appears in the Form 8-K of HUBCO,
Inc. dated July 10, 1998.
KPMG Peat Marwick LLP
Short Hills, New Jersey
July 15, 1998
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HUBCO, Inc. on Form S-8 of our report dated January 23, 1998 relating to the
financial statements of Poughkeepsie Financial Corp., appearing in the Current
Report on Form 8-K/A of HUBCO, Inc. dated June 29, 1998.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
July 15, 1998
