UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hudson United Bancorp
a New Jersey corporation
I.R.S. Employer Identification No. 22-2405746
1000 MACARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(201) 236-2600
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. X
If this form relates to the registration of a class securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Class to be Registered Name of Exchange
Common Stock, no par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Hudson United Bancorp,
formerly known as HUBCO, Inc. ("HUB") presently consists of 125,000,000 shares,
of which 100,000,000 are shares of common stock, no par value ("HUB Common
Stock") and 25,000,000 are shares of preferred stock. As of March 15, 1999,
41,509,181 shares of HUB Common Stock were issued and outstanding. The capital
stock of HUB to be registered on the New York Stock Exchange, Inc. (the
"Exchange") is the HUB Common Stock.
Dividend Rights
The holders of HUB Common Stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of HUB out of funds legally
available therefor, subject to the preferential dividend rights of any preferred
stock that may be outstanding. The only statutory limitation is that such
dividends may not be paid when HUB is insolvent. Because funds for the payment
of dividends by HUB come primarily from the earnings of HUB's bank
subsidiaries, as a practical matter, restrictions on the ability of those bank
subsidiaries to pay dividends act as restrictions on the amount of funds
available for the payment of dividends by HUB.
HUB is also subject to certain Federal Reserve Board ("FRB") policies
which may, in certain circumstances, limit its ability to pay dividends. The FRB
policies require, among other things, that a bank holding company maintain a
minimum capital base. The FRB would most likely seek to prohibit any dividend
payment which would reduce a holding company's capital below such minimum
amount.
Voting Rights
At meetings of shareholders, holders of HUB Common Stock are entitled
to one vote per share. The quorum for shareholders' meetings is a majority of
the outstanding shares entitled to vote represented in person or by proxy.
Except as indicated below, all actions and authorizations to be taken or given
by shareholders require the approval of a majority of the votes cast by holders
of HUB Common Stock at a meeting at which a quorum is present.
The Board of Directors is divided into three classes of directors, each
class being as nearly equal in number of directors as possible. Approximately
one-third of the entire Board of Directors is elected each year and the
directors serve for terms of up to three years, and, in all cases, until their
respective successors are duly elected and qualified.
The exact number of directors and the number constituting each class is
fixed from time to time by resolution adopted by a majority of the entire Board
of Directors. Shareholders may remove any director from office for cause. The
affirmative vote of at least three-quarters of the shares of HUB entitled to
vote thereon is required to amend or repeal the provisions of HUB's
Certificate of Incorporation relating to the classification of the Board of
Directors and the removal of directors.
HUB's Certificate of Incorporation contains a "minimum price"
provision. If a "related person" (defined in the Certificate of Incorporation to
include persons who, together with their affiliates, own 10% or more of HUB's
Common Stock) proposes to enter into a Business Combination (as defined in the
Certificate of Incorporation) with HUB, the proposed transaction will require
the affirmative vote of at least three-quarters of the outstanding shares
entitled to vote on the transaction, unless either (i) the proposed transaction
is first approved by a majority of HUB's Board of Directors, or (ii) the
shareholders of HUB are offered consideration in an amount equal to or in
excess of an amount determined in accordance with a formula contained in the
Certificate of Incorporation. If either of these tests are met, the proposed
transaction need only be approved by the vote otherwise required by law, the
Certificate of Incorporation and any agreement with a national securities
exchange.
Liquidation Rights
In the event of a liquidation, holders of HUB Common Stock are
entitled to receive ratably any assets distributed to shareholders, except that
if shares of preferred stock of HUB are outstanding at the time of
liquidation, such shares of preferred stock may have prior rights upon
liquidation.
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Assessment and Redemption
All outstanding shares of HUB Common Stock are fully paid and
nonassessable. HUB Common Stock is not redeemable at the option of the issuer
or the holders thereof.
Preemptive and Conversion Rights
Holders of HUB Common Stock do not have conversion rights or
preemptive rights with respect to any securities of HUB.
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ITEM 2. EXHIBITS
1. All exhibits required by Instructions to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
HUDSON UNITED BANCORP
D. LYNN VAN BORKULO-NUZZO
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By: D. Lynn Van Borkulo-Nuzzo, Esq.
Corporate Secretary
Dated: April 22, 1999
