As filed with the Securities and Exchange Commission on June 11, 1999
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
VALLEY NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
New Jersey 22-2477875
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1455 Valley Road
Wayne, New Jersey 07470
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(Address, including zip code of registrant's principal executive offices)
1995 EMPLOYEE STOCK OPTION PLAN
and
1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Formerly Plans of Ramapo Financial Corporation)
------------------------------------------------
(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:
Michael W. Zelenty, Esq.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-8263
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered (1) per share (3) Price (3) Registration fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, no par 78,573 shares (2) $27.72 $2,178,057 $606
value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</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) Of the 78,573 shares to be registered hereby, 9,907 shares are being
registered for issuance under the 1995 Employee Stock Option Plan and 68,666
shares are being registered for issuance under the 1995 Stock Option Plan for
Nonemployee Directors.
(3) 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 NYSE on June 8, 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. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1999.
3. The Company's Current Reports on Form 8-K filed with the Commission on
April 9 and April 30, 1999.
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 of the Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such 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 April 21, 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 and incorporated
by reference herein, have been audited by KPMG LLP, independent public
accountants, as indicated in their report dated January 20, 1999, with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing.
ITEM 6 Indemnification of Directors and Officers
Indemnification. Article VI of Valley's certificate of incorporation
provides that Valley 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 Valley to purchase insurance on behalf of any of the persons
enumerated against any liability whether or not Valley 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.
Exculpation. Article VII of Valley's certificate of incorporation
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 Valley
in 1987.
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)
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 Wayne, State of New Jersey, on June 1, 1999.
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
-------------------------------------
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 June 1, 1999
- -------------------------------------------
Gerald H. Lipkin
PETER SOUTHWAY Vice Chairman (Principal Financial June 1, 1999
- ------------------------------------------- Officer) and Director
Peter Southway
ALAN D. ESKOW Corporate Secretary, Senior Vice June 1, 1999
- ------------------------------------------- President and Controller (Principal
Alan D. Eskow Accounting Officer)
Director ______ ___, 1999
- -------------------------------------------
Andrew B. Abramson
Director ______ ___, 1999
- -------------------------------------------
Pamela Bronander
<PAGE>
Director ______ ___, 1999
- -------------------------------------------
Joseph Coccia, Jr.
Director ______ ___, 1999
- -------------------------------------------
Harold P. Cook, III
AUSTIN C. DRUKKER Director June 1, 1999
- -------------------------------------------
Austin C. Drukker
Director ______ ___, 1999
- -------------------------------------------
Willard L. Hedden
GRAHAM O. JONES Director June 1, 1999
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Graham O. Jones
Director ______ ___, 1999
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Walter H. Jones, III
GERALD KORDE Director June 1, 1999
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Gerald Korde
JOLEEN J. MARTIN Director June 1, 1999
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Joleen J. Martin
ROBERT E. MCENTEE Director June 1, 1999
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Robert E. McEntee
Director ______ ___, 1999
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Sam P. Pinyuh
<PAGE>
ROBERT RACHESKY Director June 1, 1999
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Robert Rachesky
Director ______ ___, 1999
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Barnett Rukin
Director ______ ___, 1999
- -------------------------------------------
Richard F. Tice
LEONARD J. VORCHEIMER Director June 1, 1999
- -------------------------------------------
Leonard J. Vorcheimer
JOSEPH L. VOZZA Director June 1, 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 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
June 11, 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
78,573 shares of the Company's Common Stock, no par value (the "Securities") to
be offered pursuant to certain former stock option plans of Ramapo Financial
Corporation to be assumed by the Company as of June 11, 1999, specifically, the
1995 Employee Stock Option Plan and the 1995 Stock Option Plan for Nonemployee
Directors (collectively, 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 Plans and for the
consideration determined in accordance with the terms of the Plans, 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
Exhibit 23.1
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 Named Experts and Counsel" in this Registration Statement.
KPMG LLP
Short Hills, New Jersey
June 11, 1999
