As filed with the Securities and Exchange Commission on April 1, 1999
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
incorporation or organization) Identification No.)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address, including zip code of registrant's principal executive offices)
1999 STOCK OPTION PLAN
(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:
Ronald H. Janis, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-8263
<PAGE>
<TABLE>
<CAPTION>
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 1,000,000 shares $32.21875 $32,218,750 $8,957
value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
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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 1999 Stock Option Plan 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 March
30, 1999 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, 1998.
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.
3. 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(b) or 12(g) of the Securities Exchange Act of 1934, and all
subsequent amendments and reports that are filed updating that
description.
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 8,220 shares of the Company's Common Stock
as of March 8, 1999.
The consolidated financial statements of the Company as of December 31,
1998 and for each of the years in the three year period ended December 31, 1998,
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 12, 1999, with respect
thereto, and are 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 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)
24 Power of Attorney for Directors and Executive Officers
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, 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 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.
(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 March 11, 1999.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman, President, Chief
KENNETH T. NEILSON Executive Officer and Director
- --------------------------------------- (Principal Executive Officer) March 11, 1999
(Kenneth T. Neilson)
ROBERT J. BURKE Director March 11, 1999
- --------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI Director March 11, 1999
- --------------------------------------
(Donald P. Calcagnini)
Director March ___, 1999
- --------------------------------------
(Joan David)
Director March ___, 1999
- --------------------------------------
(Noel deCordova, Jr.)
THOMAS R. FARLEY Director March 11, 1999
- --------------------------------------
(Thomas R. Farley)
Director March ___, 1999
- --------------------------------------
(Bryant Malcolm)
W. PETER MCBRIDE Director March 9, 1999
- --------------------------------------
(W. Peter McBride)
Director March ___, 1999
- --------------------------------------
(Charles F.X. Poggi)
DAVID A. ROSOW Director March 11, 1999
- --------------------------------------
(David A. Rosow)
JAMES E. SCHIERLOH Director March 11, 1999
- --------------------------------------
(James E. Schierloh)
JOHN TATIGIAN Director March 11, 1999
- --------------------------------------
(John Tatigian)
Director March ___, 1999
- --------------------------------------
(Sister Grace Frances Strauber)
Executive Vice President and
JOSEPH F. HURLEY Chief Financial Offer March 11, 1999
- --------------------------------------
(Joseph F. Hurley)
RICHARD ALBAN Controller March 11, 1999
- --------------------------------------
(Richard Alban)
</TABLE>
<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 24 Power of Attorney for Directors and Executive Officers
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
April 1, 1999
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 1,000,000
shares of the Company's Common Stock, no par value (the "Securities") to be
offered pursuant to the Company's 1999 Stock Option Plan (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
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 January
12, 1999 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
March 23, 1999
HUBCO, INC.
POWER OF ATTORNEY
FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth T. Neilson and D. Lynn Van
Borkulo-Nuzzo, as their attorney-in-fact, with power of substitution, for him or
her in any and all capacities, to sign any and all amendments (whether pre- or
post-effective) to this Registration Statement on Form S-8 of HUBCO, Inc. (SEC
file No. _________________) and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.
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>
Chairman, President, Chief
KENNETH T. NEILSON Executive Officer and Director
- ------------------------------------------- (Principal Executive Officer) March 11, 1999
(Kenneth T. Neilson)
ROBERT J. BURKE Director March 11, 1999
- ------------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI Director March 11, 1999
- ------------------------------------------
(Donald P. Calcagnini)
Director March ___, 1999
- ------------------------------------------
(Joan David)
Director March ___, 1999
- ------------------------------------------
(Noel deCordova, Jr.)
THOMAS R. FARLEY Director March 11, 1999
- ------------------------------------------
(Thomas R. Farley)
Director March ___, 1999
- ------------------------------------------
(Bryant Malcolm)
W. PETER MCBRIDE Director March 9, 1999
- ------------------------------------------
(W. Peter McBride)
Director March ___, 1999
- ------------------------------------------
(Charles F.X. Poggi)
DAVID A. ROSOW Director March 11, 1999
- ------------------------------------------
(David A. Rosow)
JAMES E. SCHIERLOH Director March 11, 1999
- ------------------------------------------
(James E. Schierloh)
JOHN TATIGIAN Director March 11, 1999
- ------------------------------------------
(John Tatigian)
Director March ___, 1999
- ------------------------------------------
(Sister Grace Frances Strauber)
Executive Vice President and
JOSEPH F. HURLEY Chief Financial Offer March 11, 1999
- -----------------------------------------
(Joseph F. Hurley)
RICHAR ALBAN Controller March 11, 1999
- -----------------------------------------
(Richard Alban)
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