As filed with the Securities and Exchange Commission on April 8, 1999
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
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey 22-2477875
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1455 Valley Road
Wayne, New Jersey 07470
-----------------------
(Address, including zip code of registrant's
principal executive offices)
1999 Long-Term Stock Incentive Plan
-----------------------------------
(Full title of the Plan)
Gerald H. Lipkin,
Chairman, President and
Chief Executive Officer
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
(973) 305-8800
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(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 2,500,000 shares $24.96875 $62,421,875 $17,354
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 Long-Term Stock Incentive 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 March 31, 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 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, 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) 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 6,878 shares of the Company's Common Stock
as of March 23, 1999.
The consolidated financial statements of the Company as of December 31,
1998 and 1997 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 for the year
ended December 31, 1998 have been incorporated by reference herein in reliance
upon the reports of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
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 VII of the Company's 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 Restated Certificate of Incorporation, the Company
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 Letter of Pitney, Hardin, Kipp & Szuch regarding legality of
securities
23.1 Consent of KPMG 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
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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 Wayne, State of New Jersey, on April 7, 1999.
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By: _____________________________________
Gerald H. Lipkin, 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 and Chief
GERALD H. LIPKIN Executive Officer and Director April 7, 1999
- -------------------------------------------
Gerald H. Lipkin
PETER SOUTHWAY Vice Chairman (Principal Financial April 7, 1999
- ------------------------------------------- Officer) and Director
Peter Southway
ALAN D. ESKOW Corporate Secretary, Senior Vice April 7, 1999
- ------------------------------------------- President and Controller (Principal
Alan D. Eskow Accounting Officer)
ANDREW B. ABRAMSON
- ------------------------------------------- Director April 7, 1999
Andrew B. Abramson
PAMELA BRONANDER
- ------------------------------------------- Director April 7, 1999
Pamela Bronander
JOSEPH COCCIA, JR.
- ------------------------------------------- Director April 7, 1999
Joseph Coccia, Jr.
HAROLD P. COOK, III
- ------------------------------------------- Director April 7, 1999
Harold P. Cook, III
AUSTIN C. DRUKKER
- ------------------------------------------- Director April 7, 1999
Austin C. Drukker
WILLARD L. HEDDEN
- ------------------------------------------- Director April 7, 1999
Willard L. Hedden
GRAHAM O. JONES
- ------------------------------------------- Director April 7, 1999
Graham O. Jones
WALTER H. JONES, III
- ------------------------------------------- Director April 7, 1999
Walter H. Jones, III
GERALD KORDE
- ------------------------------------------- Director April 7, 1999
Gerald Korde
JOLEEN J. MARTIN
- ------------------------------------------- Director April 7, 1999
Joleen J. Martin
ROBERT E. MCENTEE
- ------------------------------------------- Director April 7, 1999
Robert E. McEntee
SAM P. PINYUH
- ------------------------------------------- Director April 7, 1999
Sam P. Pinyuh
ROBERT RACHESKY
- ------------------------------------------- Director April 7, 1999
Robert Rachesky
BARNETT RUKIN
- ------------------------------------------- Director April 7, 1999
Barnett Rukin
RICHARD F. TICE
- ------------------------------------------- Director April 7, 1999
Richard F. Tice
LEONARD J. VORCHEIMER
- -------------------------------------------- Director April 7, 1999
Leonard J. Vorcheimer
JOSEPH L. VOZZA
- -------------------------------------------- Director April 7, 1999
Joseph L. Vozza
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch regarding
legality of securities
Exhibit 23.1 Consent of KPMG 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 7, 1999
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by Valley National Bancorp (the "Company") relating to
2,500,000 shares of the Company's Common Stock, no par value (the "Securities")
to be offered pursuant to the Company's 1999 Long-Term Stock Incentive 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
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Valley National Bancorp:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 20, 1999 relating to the consolidated
statements of financial condition of Valley National Bancorp and subsidiaries as
of December 31, 1998 and 1997 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, 1998, which report appears in the December
31, 1998 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 Names Experts and Counsel" in this Registration Statement.
KPMG LLP
Short Hills, New Jersey
April 7, 1999
VALLEY NATIONAL BANCORP
POWER OF ATTORNEY
FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gerald H. Lipkin and Alan D. Eskow, 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 Valley National Bancorp (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 and Chief
GERALD H. LIPKIN Executive Officer and Director April 7, 1999
- -------------------------------------------
Gerald H. Lipkin
PETER SOUTHWAY Vice Chairman (Principal Financial April 7, 1999
- ------------------------------------------- Officer) and Director
Peter Southway
ALAN D. ESKOW Corporate Secretary, Senior Vice April 7, 1999
- ------------------------------------------- President and Controller (Principal
Alan D. Eskow Accounting Officer)
ANDREW B. ABRAMSON
- ------------------------------------------- Director April 7, 1999
Andrew B. Abramson
PAMELA BRONANDER
- ------------------------------------------- Director April 7, 1999
Pamela Bronander
JOSEPH COCCIA, JR.
- ------------------------------------------- Director April 7, 1999
Joseph Coccia, Jr.
HAROLD P. COOK, III
- ------------------------------------------- Director April 7, 1999
Harold P. Cook, III
AUSTIN C. DRUKKER
- ------------------------------------------- Director April 7, 1999
Austin C. Drukker
WILLARD L. HEDDEN
- ------------------------------------------- Director April 7, 1999
Willard L. Hedden
GRAHAM O. JONES
- ------------------------------------------- Director April 7, 1999
Graham O. Jones
WALTER H. JONES, III
- ------------------------------------------- Director April 7, 1999
Walter H. Jones, III
GERALD KORDE
- ------------------------------------------- Director April 7, 1999
Gerald Korde
JOLEEN J. MARTIN
- ------------------------------------------- Director April 7, 1999
Joleen J. Martin
ROBERT E. MCENTEE
- ------------------------------------------- Director April 7, 1999
Robert E. McEntee
SAM P. PINYUH
- ------------------------------------------- Director April 7, 1999
Sam P. Pinyuh
ROBERT RACHESKY
- ------------------------------------------- Director April 7, 1999
Robert Rachesky
BARNETT RUKIN
- ------------------------------------------- Director April 7, 1999
Barnett Rukin
RICHARD F. TICE
- ------------------------------------------- Director April 7, 1999
Richard F. Tice
LEONARD J. VORCHEIMER
- -------------------------------------------- Director April 7, 1999
Leonard J. Vorcheimer
JOSEPH L. VOZZA
- -------------------------------------------- Director April 7, 1999
Joseph L. Vozza
</TABLE>
