As filed with the Securities and Exchange Commission on August 14, 1998
Registration No. 333-_________
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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
HUBCO, INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2405746
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 MACARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
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(Address, including zip code of registrant's principal executive offices)
1986 STOCK OPTION AND INCENTIVE PLAN
1986 STOCK OPTION PLAN
1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1996 STOCK OPTION AND INCENTIVE PLAN
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT FOR WILLIAM J. FARRELL
NON-QUALIFIED STOCK OPTION AGREEMENT FOR M. JOSEPH CANAVAN
NON-QUALIFIED STOCK OPTION AGREEMENT FOR RALPH D. LUKENS
(FORMERLY PLANS AND AGREEMENTS OF DIME FINANCIAL CORPORATION)
(COLLECTIVELY REFERRED TO AS THE "PLANS")
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(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
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=====================================================================================================
Title of securities | Amount | Proposed maximum | Proposed maximum | Amount of
to be | to be | offering price | aggregate offering | registration
registered | registered (1) | per share (2) | price (2) | fee
- ----------------------------|-----------------|------------------|--------------------|--------------
<S> <C> <C> <C> <C>
Common Stock, no par value | 426,050 shares | $30.25 | $12,888,013 | $3,802
=====================================================================================================
</TABLE>
(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 Plans 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
August 12, 1998 as reported in The Wall Street Journal.
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<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/A for the year ended December
31, 1997
2. The Company's Quarterly Reports for the quarters ended March 31, 1998
and June 30, 1998.
3. Current Reports on Form 8-K filed with the Commission on January 14,
1998, January 16, 1998, February 13, 1998, March 20, 1998, March 31,
1998, April 2, 1998, April 20, 1998, June 2, 1998, June 11, 1998, June
26, 1998, July 2, 1998, July 10, 1998, July 15, 1998 and July 23, 1998
and the Current Reports on Form 8-K/A filed with the Commission on May
15, 1998, June 29, 1998, July 6, 1998, July 10, 1998 and July 17,
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.
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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/A and
incorporated by reference herein, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report dated August 13,
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 accounting and auditing.
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
3
<PAGE>
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
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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.
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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 August 13, 1998
HUBCO, INC.
By: /s/ KENNETH T. NEILSON
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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.
Signature Title Date
--------- ----- ----
Chairman, President, Chief August 13, 1998
Executive Officer and
Director (Principal
/s/ KENNETH T. NEILSON Executive Officer)
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(Kenneth T. Neilson)
/s/ ROBERT J. BURKE Director August 13, 1998
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(Robert J. Burke)
/s/ DONALD P. CALCAGNINI Director August 13, 1998
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(Donald P. Calcagnini)
Director August __, 1998
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(Joan David)
/s/ THOMAS R. FARLEY Director August 13, 1998
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(Thomas R. Farley)
/s/ BRYANT MALCOLM Director August 13, 1998
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(Bryant Malcolm)
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<PAGE>
/s/ W. PETER MCBRIDE Director August 13, 1998
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(W. Peter McBride)
Director August __, 1998
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(Charles F.X. Poggi)
/s/ DAVID A. ROSOW Director August 13, 1998
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(David A. Rosow)
Director August __, 1998
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(James E. Schierloh)
Director August __, 1998
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(John Tatigian)
Director August __, 1998
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(Sister Grace Frances Strauber)
/s/ NOEL DECORDOVA Director August 13, 1998
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(Noel deCordova)
/s/ JOSEPH B. TOCKARSHEWSKY Director August 13, 1998
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(Joseph B. Tockarshewsky)
/s/ WILLIAM C. MYERS Director August 13, 1998
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(William C. Myers)
/s/ JOSEPH F. HURLEY Executive Vice President and August 13, 1998
- ------------------------------- Chief Financial Offer
(Joseph F. Hurley)
Senior Vice President and
/s/ CHRIS WITKOWSKI Controller August 13, 1998
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(Chris Witkowski)
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<PAGE>
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
8
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
August 14, 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 426,050 shares of the
Company's Common Stock, no par value (the "Securities") to be offered pursuant
to the Company's 1986 stock Option and Incentive Plan, 1986 Stock Option Plan,
1986 Stock Option Plan for Outside Directors, 1996 Stock Option and Incentive
Plan, 1996 Stock Option Plan for Outside Directors, Non-Qualified Stock Option
Agreement for William J. Farrell, Non-Qualified Stock Option Agreement for
M. Joseph Canavan, Non-Qualified Stock Option Agreement for Ralph D. Lukens
(formerly plans and agreements of Dime Financial Corporation) (collectively
referred to as 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 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 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
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
August 13, 1998 included in HUBCO's Annual Report on Form 10-K/A and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 14, 1998
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, and to the reference to our firm under the heading
"Interests of Named Experts and Counsel."
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
August 14, 1998
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
August 14, 1998
