AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333-47269
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1187536 6712
(STATE OR OTHER (I.R.S. EMPLOYER (PRIMARY STANDARD
JURISDICTION IDENTIFICATION NO.) INDUSTRIAL
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(203) 753-2921
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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JOHN V. BRENNAN
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER
WEBSTER FINANCIAL CORPORATION
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(203) 578-2335
(Name, address, including zip code, and telephone number, including
area code, of registrant's agent for service)
COPY TO:
CRAIG M. WASSERMAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /x/ Registration Statement No. 333-47269
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
COMMON STOCK REMOVED FROM REGISTRATION
Webster Financial Corporation (the "Company") filed a Registration
Statement on Form S-3 (File No. 333-47269) with the Securities and Exchange
Commission (the "Commission") on March 3 1998, as amended by Amendment No. 1
thereto filed with the Commission on March 20, 1998 (as amended, the
"Registration Statement"), pursuant to which it registered the offer and sale
(the "Offering") of 17,643 shares (before giving effect to a two-for-one stock
split effective April 14, 1998) of common stock, par value $.01 per share, of
the Company to the public by certain selling stockholders from time to time. The
Offering terminated at the close of business on May 8, 1998. Pursuant to the
Company's undertaking in the Registration Statement, the Company files this
Post-Effective Amendment No. 1 to remove from registration any shares of common
stock that were registered in connection with the Offering but remained unsold
at the termination of the Offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Waterbury, Connecticut, on May 11,
1998.
WEBSTER FINANCIAL CORPORATION
(Registrant)
By /s/ John V. Brennan
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John V. Brennan
Executive Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints James C. Smith and John V. Brennan, and
each and either of them, such individual's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign this
Registration Statement and any and all amendments thereto, and to file the same
with the Securities and Exchange Commission, with all exhibits thereto and other
documents in connection therewith, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them or any substitute therefor, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on May 11, 1998.
*
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James C. Smith,
Chairman and Chief
Executive Officer
(Principal Executive Officer)
/s/ John V. Brennan
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John V. Brennan,
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
*
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Achille A. Apicella, Director
*
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Joel S. Becker, Director
*
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O. Joseph Bizzozero, Jr., Director
*
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John J. Crawford, Director
*
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Harry P. DiAdamo, Jr., Director
*
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Robert A. Finkenzeller, Director
*
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Walter R. Griffin, Director
*
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Gregory Hickey, Director
*
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C. Michael Jacobi, Director
*
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Marguerite F. Waite, Director
* /s/ John V. Brennan
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By: John V. Brennan as Attorney-in-fact.
