As filed with the Securities and Exchange Commission on October 22, 1998
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2477875
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(Address, including zip code, of principal executive offices)
1996 STOCK-BASED INCENTIVE PLAN
(FORMALLY A PLAN OF WAYNE BANCORP, INC.)
(Full title of the plan)
GERALD H. LIPKIN, CHAIRMAN, PRESIDENT & CEO
VALLEY NATIONAL BANCORP
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(973) 305-8800
(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) 966-6300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Title of Amount Proposed maximum Proposed Amount of
Securities to to be offering price aggregate registration
be registered registered (1) per unit (2) offering price (2) fee
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, 227,403 $27.156 $6,175,356 $1,717
No Par Value
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares as may
become subject to options under the 1996 Incentive 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 New York Stock Exchange on October
19, 1998 as reported in The Wall Street Journal.
<PAGE>
PART I INFORMATION REQUIRED 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. Incorporation of Documents by Reference.
The following documents filed by Valley National Bancorp (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 Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
3. The Company's Current Reports on Form 8-K filed with the
Commission on January 23, 1998, April 15, 1998, June 5, 1998,
October 16, 1998 and October 20, 1998.
4. The description of the Company's common stock contained in the
Registration Statement on Form 8-A registering the Company's
common stock, and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 6,878 shares of the
Company's Common Stock as of October 8, 1998.
The report of KPMG Peat Marwick LLP, independent certified
public accountants, dated January 21, 1998, relating to the consolidated
statements of financial condition of the Company and its subsidiaries as of
December 31, 1997 and 1996 and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears
in the December 31, 1997 Annual Report on Form 10-K of the Company, is
incorporated herein by reference upon authority of said firm as experts in
accounting and auditing.
ITEM 6. Indemnification of Directors and Officers.
INDEMNIFICATION. Article VI of the certificate of
incorporation of the Company provides that the corporation shall indemnify
its present and former officers, directors, employees, and agents and persons
serving at its request against expenses, including attorney's fees,
judgments, fines or amounts paid in settlement, incurred in connection with
any pending or threatened civil or criminal proceeding to the full extent
permitted by the New Jersey Business Corporation Act. The Article also
provides that such indemnification shall not exclude any other rights to
indemnification to which a person may otherwise be entitled, and authorizes
the corporation to purchase insurance on behalf of any of the persons
enumerated against any liability whether or not the corporation would have
the power to indemnify him under the provisions of Article VI.
The New Jersey Business Corporation Act empowers a
corporation to indemnify a corporate agent against his expenses and
liabilities incurred in connection with any proceeding (other than a
derivative lawsuit) involving the corporate agent by reason of his being or
having been a corporate agent if (a) the agent acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to any criminal proceeding, the
corporate agent had no reasonable cause to believe his conduct was unlawful.
For purposes of the Act, the term "corporate agent" includes any present or
former director, officer, employee or agent of the corporation, and a person
serving as a "corporate agent" at the request of the corporation for any
other enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses (but not his
liabilities) incurred in connection with any proceeding involving the
corporate agent by reason of his being or having been a corporate agent if
the agent acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation. However, only the
court in which the proceeding was brought can empower a corporation to
indemnify a corporate agent against expenses with respect to any claim, issue
or matter as to which the agent was adjudged liable for negligence or
misconduct.
The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following that the
applicable standard of conduct was met: (i) the Board of Directors, or a
committee thereof, acting by a majority vote of a quorum consisting of
disinterested directors; (ii) by independent legal counsel, if there is not a
quorum of disinterested directors or if the disinterested quorum empowers
counsel to make the determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If
a corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition
of a proceeding, the corporation may pay an agent's expenses if the agent
agrees to repay the expenses unless it is ultimately determined he is
entitled to indemnification.
LIMITATION ON LIABILITY. Article VII of the certificate of
incorporation of the Company provides:
A director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders for damages
for breach of any duty owed to the Corporation or its shareholders,
except that this provision shall not relieve a director or officer
from liability for any breach of duty based upon an act or omission
(i) in breach of such person's duty of loyalty to the Corporation or
its shareholders, (ii) not in good faith or involving a knowing
violation of law, or (iii) resulting in receipt by such person of an
improper personal benefit. If the New Jersey Business Corporation
Act is amended after approval by the shareholders of this provision
to authorize corporate action further eliminating or limiting the
personal liability of directors or officers, then the liability of a
director and/or officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the New Jersey Business
Corporation Act as so amended.
Any repeal or modification of the foregoing paragraph by
the shareholders of the Corporation or otherwise shall not adversely
affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification.
The New Jersey Business Corporation Act, as it affects exculpation, has not
been changed since the adoption of this provision by the Company in 1987.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
the securities being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
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 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 requirements of the Securities Act of 1933, as
amended, 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 Wayne, State of New Jersey, on
the 20th day of October, 1998.
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
------------------------------
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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>
GERALD H. LIPKIN Chairman, President, October 20, 1998
----------------------- Chief Executive Officer
Gerald H. Lipkin and Director
PETER SOUTHWAY Vice Chairman, October 20, 1998
----------------------- and Director
Peter Southway
ALAN D. ESKOW Corporate Secretary and October 20, 1998
----------------------- Senior Vice President
Alan D. Eskow (Principal Accounting
Officer)
ANDREW B. ABRAMSON Director October 20, 1998
----------------------
Andrew B. Abramson
PAMELA BRONANDER Director October 20, 1998
----------------------
Pamela Bronander
JOSEPH COCCIA, JR. Director October 20, 1998
----------------------
Joseph Coccia, Jr.
AUSTIN C. DRUKKER Director October 20, 1998
----------------------
Austin C. Drukker
WILLARD L. HEDDEN Director October 20, 1998
----------------------
Willard L. Hedden
GRAHAM O. JONES Director October 20, 1998
----------------------
Graham O. Jones
WALTER H. JONES, III Director October 20, 1998
----------------------
Walter H. Jones, III
GERALD KORDE Director October 20, 1998
----------------------
Gerald Korde
JOLEEN MARTIN Director October 20, 1998
----------------------
Joleen Martin
ROBERT E. McENTEE Director October 20, 1998
----------------------
Robert E. McEntee
WILLIAM McNEAR Director October 20, 1998
----------------------
William McNear
SAM P. PINYUH Executive Vice President October 20, 1998
----------------------- and Director
Sam P. Pinyuh
ROBERT RACHESKY Director October 20, 1998
-----------------------
Robert Rachesky
BARNETT RUKIN Director October 20, 1998
-----------------------
Barnett Rukin
RICHARD F. TICE Director October 20, 1998
-----------------------
Richard F. Tice
LEONARD VORCHEIMER Director October 20, 1998
-----------------------
Leonard Vorcheimer
JOSEPH L. VOZZA Director October 20, 1998
-----------------------
Joseph L. Vozza
HAROLD P. COOK, III Director October 20, 1998
-----------------------
Harold P. Cook, III
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
---------- --------------------------------------------------------------
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
the securities being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
October 20, 1998
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
Re: Registration Statement on Form S-8
of Shares of Common Stock issuable
pursuant to options granted under the
1996 Stock-Based Incentive Plan
We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Valley National Bancorp (the
"Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
shares of common stock of the Company, no par value (the "Shares") issuable
pursuant to options granted under the 1996 Stock-Based Incentive Plan (the
"Plan") (formerly a plan of Wayne Bancorp, Inc.).
We have also examined originals, or copies certified or
otherwise identified to our satisfaction, of the Plan, the Certificate of
Incorporation and By-laws of the Company, as currently in effect, and
relevant resolutions of the Board of Directors of the Company; and we have
examined such other documents as we deemed necessary in order to express the
opinion hereinafter set forth.
In our examination of such documents and records, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and conformity with the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Act, and the Shares
shall have been duly issued in the manner contemplated by the Registration
Statement (including the Prospectus which is not filed herewith) and the Plan
and for consideration determined in accordance with the terms of the Plan,
the Shares will be legally issued, fully paid and non-assessable.
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 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
Exhibit 23(a)
Independent Auditors' Consent
The Board of Directors
Valley National Bancorp:
We consent to the incorporation by reference in the registration statement of
Form S-8 of our report dated January 21, 1998 relating to the consolidated
statements of financial condition of Valley National Bancorp and subsidiaries as
of December 31, 1997 and 1996 and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the December
31, 1997 Annual Report on Form 10-K of Valley National Bancorp incorporated by
reference herein and to the reference to our firm under the heading "Interests
of Named Experts and Counsel" in the registration statement.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
October 21, 1998
