As filed with the Securities and Exchange Commission on March 3, 1999
Registration No. 333-71707
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-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)
---------------
<TABLE>
<S> <C> <C>
Delaware 06-1187536 6035
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial
incorporation or organization) Identification No.) Classification Code Number)
</TABLE>
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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)
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Copy to:
Stuart G. Stein, Esq.
Roger A. Seiken, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-8575
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 3, 1999
PROSPECTUS
80,556 SHARES
WEBSTER FINANCIAL CORPORATION
COMMON STOCK
Ten of our stockholders are offering for sale up to 80,556 shares of
our common stock. We issued the shares of common stock to the selling
stockholders in connection with our acquisition of Access National Mortgage,
Inc., and we are registering these shares as required by the terms of the
acquisition agreement.
The selling stockholders may offer and sell their shares from time to
time on the Nasdaq Stock Market or in private transactions at prevailing market
prices or at privately negotiated prices. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders, and we will
pay all expenses in connection with registering these shares. We estimate those
expenses to be approximately $15,000. The selling stockholders, however, are
responsible for their own brokerage commissions and similar expenses.
Our common stock is listed on the Nasdaq Stock Market National Market
under the symbol "WBST." On March 2, 1999, the last reported sale price of our
common stock on Nasdaq was $30.375 per share.
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PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 2 BEFORE PURCHASING THE COMMON
STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
---------------
The date of this prospectus is ____, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
Risk Factors ..................................................... 2
Cautionary Note Regarding Forward Looking Statements .............
About Webster Financial Corporation ...................................
Use of Proceeds ..................................................
Selling Stockholders .............................................
Plan of Distribution .............................................
Where You Can Find More Information ..............................
Incorporation of Certain Documents by Reference ..................
Legal Matters ....................................................
Experts ..........................................................
RISK FACTORS
An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment in our common stock, you should read
this entire prospectus, including the following two risk factors.
Our business strategy of growth through acquisitions could impact our earnings
and results of operations which may negatively impact the value of your stock
Since 1991, we have experienced significant growth, primarily as a
result of acquiring other financial institutions and branches, totaling $6.9
Billion in assets. Although our business strategy emphasizes internal expansion
combined with acquisitions, there can be no assurance that, in the future, we
will successfully identify suitable acquisition candidates, complete
acquisitions, successfully integrate acquired operations into our existing
operations or expand into new markets. Further, there can be no assurance that
acquisitions will not have an adverse effect upon our operating results while
the operations of the acquired businesses are being integrated into our
operations. In addition, once integrated, acquired operations may not achieve
levels of profitability comparable to those achieved by our existing operations,
or otherwise perform as expected. Further, transaction-related expenses may
adversely effect our earnings. These adverse effects on our earnings and results
of operations may have a negative impact on the value of your stock.
Changes in interest rates could impact our earnings and results of operations
which could negatively impact the value of your stock
Our consolidated results of operations depend to a large extent on the
level of our net interest income, which is the difference between interest
income from interest-earning assets, such as loans and investments, and interest
expense on interest-bearing liabilities, such as deposits and borrowings. If
interest-rate fluctuations cause our cost of funds to increase faster than the
yield on our interest-bearing assets, our net interest income will decrease.
We measure our interest-rate risk using simulation analyses with
particular emphasis on measuring changes in the market value of portfolio equity
and changes in net interest income in different interest rate environments. The
simulation analyses incorporate assumptions about balance sheet changes, such as
asset and liability growth,
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Loan and deposit pricing and changes due to the mix and maturity of such assets
and liabilities. The key assumptions relate to the behavior of interest rates
and spreads, the fluctuations in product balances and prepayment and decay rates
on such loans and deposits. From such simulations, interest rate risk is
quantified and appropriate strategies are formulated.
Based on our asset/liability mix at September 30, 1998, management's
simulation analysis of the effects of changing interest rates projected that an
instantaneous +/-100 basis point fluctuation in interest rates would change our
net interest income for the following twelve months by 3.3% Or less. Based on
our asset-liability mix at such date, management believes that our interest risk
is reasonable.
While we use various monitors of interest-rate risk, we are unable to
predict future fluctuations in interest rates or the specific impact thereof.
The market values of most of our financial assets are sensitive to fluctuations
in market interest rates. Fixed-rate investments, mortgage-backed securities and
mortgage loans typically decline in value as interest rates rise. Although our
investment and mortgage-backed securities portfolios have grown in recent
quarters, most of the growth has been in adjustable-rate securities or
short-term securities with durations of less than two years.
Changes in interest rates can also affect the amount of loans that we
originate, as well as the value of our loans and other interest-earning assets
and our ability to realize gains on the sale of such assets and liabilities.
Prevailing interest rates also affect the extent to which our borrowers prepay
their loans. When interest rates increase, borrowers are less likely to prepay
their loans, and when interest rates decrease, borrowers are more likely to
prepay loans. Funds generated by prepayment might be invested at a less
favorable interest rate. Prepayments may adversely affect the value of mortgage
loans, the levels of such assets that we retain in our portfolio, net interest
income and loan servicing income. Similarly, prepayments on mortgage-backed
securities can adversely affect the value of such securities and the interest
income generated by them.
Increases in interest rates might cause depositors to shift funds from
accounts that have a comparatively lower cost, such as regular savings accounts,
to accounts with a higher cost, such as certificates of deposit. If the cost of
deposits increases at a rate greater than yields on interest-earning assets
increase, the interest-rate spread will be negatively affected. Changes in the
asset and liability mix may also affect the interest-rate spread.
We may not pay you dividends if we do not receive dividends from our
subsidiary Webster Bank
Cash dividends from Webster Bank and our liquid assets are our
principal sources of funds for paying cash dividends on our common stock. Unless
we receive dividends from Webster Bank or choose to use our liquid assets, we
may not be able to pay you dividends. Webster Bank's ability to pay us dividends
is subject to regulatory requirements. At December 31, 1998, we had $137.2
Million of assets available for payment of dividends on the common stock.
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
We have made forward-looking statements in this document, and in
documents that we incorporate by reference. These kinds of statements are
subject to risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of our operations.
When we use words like believes, expects, anticipates or similar expressions, we
are making forward-looking statements.
You should note that many factors, some of which are discussed
elsewhere in this document and in the documents that we incorporate by
reference, could affect our future financial results and could cause those
results to differ materially from those expressed in our forward-looking
statements. These factors include the following:
o the effect of economic conditions;
o inability to realize expected cost savings in connection
with business combinations and other acquisitions;
o higher than expected costs related to integration of combined
or merged businesses;
o deposit attrition;
o adverse changes in interest rates;
o change in any applicable law, rule, regulation or practice with
respect to tax or accounting issues or otherwise; and
o adverse changes or conditions in capital or financial markets.
The forward-looking statements are made as of the date of this
prospectus, and we assume no obligation to update the forward-looking statements
or to update the reasons why actual results could differ from those projected in
the forward-looking statements.
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ABOUT WEBSTER FINANCIAL CORPORATION
We are a Delaware corporation and the holding company of Webster Bank,
our federal savings bank subsidiary. Both we and Webster Bank are headquartered
in Waterbury, Connecticut. Webster Bank maintains a home page on the Internet at
http://www.websterbank.com. Deposits at Webster Bank are insured by the Federal
Deposit Insurance Corporation. Through Webster Bank, we currently serve
customers from over 100 banking offices, three commercial banking centers and
more than 174 ATMs located in Hartford, New Haven, Fairfield, Litchfield and
Middlesex Counties in Connecticut. Our mission is to help individuals, families
and businesses achieve their financial goals. We emphasize five business lines
- -- consumer banking, business banking, mortgage banking, trust and investment
services and insurance services -- each supported by centralized administration
and operations. Through a number of recent acquisitions of other financial
services firms, including banks and thrifts, a trust company and an insurance
firm, we have established a leading position in the banking, trust and
investment services market in Connecticut. As a result of our acquisition of
Access National Mortgage, we now offer mortgages over the Internet.
At September 30, 1998, we had total consolidated assets of
approximately $9.2 billion, total deposits of approximately $5.6 billion and
stockholders' equity of approximately $565.9 million. Our consolidated financial
data at September 30, 1998 includes the consolidated accounts of Eagle Financial
Corp., which we acquired in a merger transaction accounted for as a pooling or
interests in April 1998.
Our principal executive office is located at Webster Plaza, Waterbury,
Connecticut 06702, and our telephone number is (203) 753-2921.
USE OF PROCEEDS
The 80,556 shares of our common stock are being offered and sold by
the selling stockholders and not by us. Accordingly, we will not receive any of
the proceeds from the sale of the common stock by the selling stockholders.
SELLING STOCKHOLDERS
On December 31, 1998, we acquired Access National Mortgage. As part of
that acquisition, we issued 125,998 shares of our common stock to former
stockholders of Access in exchange for their shares of common stock of Access
National Mortgage in a private placement transaction exempt from registration
under the Securities Act. We have registered 80,556 shares of the 125,998 shares
under the Securities Act pursuant to the terms of the acquisition agreement.
5
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The following table sets forth certain information with respect to the
selling stockholders, including the names of each selling stockholder and the
number of shares of common stock being offered by each selling stockholder as of
March 3, 1999. The selling stockholders are all former stockholders of Access
National Mortgage and their transferees, pledgees, donees and successors.
The data in the column "Amount of Common Stock Owned Following the
Offering" assumes the sale of all the shares of common stock by the selling
stockholders, expect for Messrs. Marsh, Scheetz and Smith whom, pursuant to the
acquisition agreement, can only sell up to 50% of their shares prior to December
31, 2001.
<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF
COMMON STOCK NUMBER COMMON STOCK
NAME OF OWNED PRIOR OF SHARES OWNED FOLLOWING
BENEFICIAL OWNER TO THE OFFERING OFFERED HEREBY THE OFFERING
- -------------------- --------------- --------------- --------------
<S> <C> <C> <C>
Sean R. Marsh 30,295 15,147 15,148
Brian R. Scheetz 30,295 15,147 15,148
V.P. of Access National
Mortgage and Access
National Mortgage LLC
Gregg A. Smith 30,292 15,146 15,146
S.V.P. of Access National Mortgage
and Access National Mortgage LLC.
T. Aaron Dyer 30,271 30,271 0
Anthony and Jackie Bazzinotti 664 664 0
Joseph and Mary Bazzinotti 132 132 0
Judy Kincaid 132 132 0
Frank and Kathy Lucas 332 332 0
Richard Marsh 3,320 3,320 0
Bette J. Smith 265 265 0
----------------- ------------------ ----------
Total 125,998 80,556 45,442
</TABLE>
PLAN OF DISTRIBUTION
The selling stockholders may offer all or part of the their shares of
common stock from time to time in transactions on the Nasdaq Stock Market, in
privately negotiated transactions, through the writing of options on the common
stock or a combination of such methods of sale. The shares of common stock may
be offered at fixed prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the shares may be sold or distributed
may include, but are not limited to, the following:
o a cross or block trade in which the broker or dealer engaged by the
selling stockholder will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate
the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;
o an exchange distribution in accordance with the rules of such
exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o privately negotiated transactions;
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o short sales or borrowings, returns and reborrowings of the shares
pursuant to stock loan agreements to settle short sales;
o delivery in connection with the issuance of securities by issuers,
other than us, that are exchangeable for, whether on an optional or
mandatory basis, or payable in, such shares, whether such securities
are listed on a national securities exchange or otherwise, or pursuant
to which such shares may be distributed; and
o a combination of any such methods of sale or distribution.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders or from the purchasers in amounts to be negotiated immediately
prior to the sale. The selling stockholders may also sell such shares in
accordance with Rule 144 under the Securities Act. If the shares are sold in an
underwritten offering, then the shares may be acquired by the underwriters for
their own account and may be further resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The names of the
underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a prospectus supplement relating to
such offering. Any public offering price and any discounts, concessions or
commissions allowed or reallowed or paid to broker-dealers may be changed from
time to time. Unless otherwise set forth in a prospectus supplement, the
obligations of the underwriters to purchase the shares will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the shares specified in such prospectus supplement if any such shares are
purchased. This prospectus also may be used by donees of the selling
stockholders or by other persons acquiring shares of the common stock, including
brokers who borrow the shares to settle short sales of shares of the common
stock and who wish to offer and sell such shares under circumstances requiring
or making use of the prospectus desirable.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts, calls and other transactions in securities of
us or derivatives thereof, and may sell and deliver shares of common stock in
connection therewith. From time to time the selling stockholders may also pledge
their shares of common stock pursuant to the margin provisions of their
respective customer agreements with their respective brokers or otherwise. Upon
a default by a selling stockholder, the broker or pledgees may offer and sell
the pledged shares of common stock from time to time.
The selling stockholders and any broker-dealers who act in connection
with the sale of the shares of common stock offered pursuant to this prospectus
may be deemed to be "underwriters" as that term is defined in the Securities
Act, and any commissions received by them and profit on any resale of the common
stock as principal might be deemed to be underwriting discounts and commissions
under the Securities Act.
We will pay all expenses in connection with registering the 80,556
shares of common stock, and we estimate those expenses to be approximately
$15,000. The selling stockholders, however, are responsible for their own
brokerage commissions and similar expenses.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Accordingly, we file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission.
You may read and copy any reports, statements or other information that
we file with the SEC at the SEC's Public Reference Room at:
450 Fifth Street, N.W.
Washington, D.C. 20549
1-800-SEC-0330
The SEC maintains an Internet site (http://www.sec.gov) that contains
reports, proxy and information statements and other information about issuers
that file electronically with the SEC.
Our common stock is traded on the Nasdaq Stock Market's National Market
Tier under the trading symbol "WBST."
We have filed a registration statement on Form S-3 with the SEC under
the Securities Act that relates to the 80,556 shares of common stock offered
pursuant to this prospectus, which is part of the registration statement. As
permitted by the rules and regulations of the SEC, this prospectus omits certain
information set forth in the registration statement. Statements contained in
this prospectus as to the provisions of any document filed as an exhibit to the
registration statement or otherwise filed with the SEC are not necessarily
complete and each such statement is qualified in its entirety by reference to
the copy of such document as so filed. Copies of the registration statement and
the exhibits thereto are on file at the offices of the SEC and may be obtained
upon payment of the prescribed fee or may be examined without charge at the
public reference facilities or Internet site of the SEC as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. That means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
that we incorporate by reference is considered a part of this prospectus, except
for any information superseded by information presented in this prospectus. This
prospectus incorporates important business and financial information about us
and our subsidiaries that is not included in or delivered with this prospectus.
This prospectus incorporates by reference the documents listed below that we
have filed with the SEC:
<TABLE>
<CAPTION>
FILINGS PERIOD OF REPORT OR DATE FILED
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<S> <C>
o Annual Report on Form 10-K Year ended December 31, 1997
(updated by the Current Report
on Form 8-K filed on July 23, 1998)
o Quarterly Report on Form 10-Q For the quarter ended March 31, 1998
o Quarterly Report on Form 10-Q For the quarter ended June 30, 1998
o Quarterly Report on Form 10-Q For the quarter ended September 30, 1998
o Current Report on Form 8-K/A Filed January 26, 1998
o Current Report on Form 8-K/A Filed January 26, 1998
o Current Report on Form 8-K/A Filed February 6, 1998
o Current Report on Form 8-K Filed March 4, 1998
o Current Report on Form 8-K Filed March 19, 1998
o Current Report on Form 8-K Filed April 30, 1998
o Current Report on Form 8-K Filed July 23, 1998
(restating portions of the 1997
</TABLE>
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<TABLE>
<S> <C>
annual report to shareholders)
o Current Report on Form 8-K Filed October 30, 1998
o Current Report on Form 8-K Filed November 23, 1998
</TABLE>
These documents are available without charge to you if you call or
write to:
James M. Sitro
Vice President
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 578-2399.
All reports and other documents filed by us with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
effective date of the registration statement and prior to the termination of
this offering shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such reports and documents. Any statement
contained in a document incorporated by reference herein shall be deemed
modified or superseded for purposes of this prospectus to the extent that a
statement contained or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone to
provide you with information that is different, and, if given or made, such
information must be not be relied upon as having been authorized by us. Neither
the delivery of this prospectus at any time nor any sale made hereunder shall,
under any circumstances, imply that the information in this prospectus is
correct as of any date after the date on the front of this prospectus. This
prospectus shall not constitute an offer to sell or a solicitation of an offer
to buy by any person in any jurisdiction in which it is unlawful for such person
to make such offer or solicitation.
LEGAL MATTERS
Hogan & Hartson L.L.P., Washington, D.C., has passed upon the validity
of the common stock offered pursuant to this prospectus.
EXPERTS
Our consolidated financial statements, as restated to include Eagle
Financial Corp., at December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, have been incorporated by reference
in this prospectus and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, which is incorporated by
reference in this prospectus and in the registration statement and upon the
authority of said firm as experts in accounting and auditing.
9
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the
registration of the selling stockholders' common stock. All amounts except the
SEC registration fee are estimated, and we will pay all of these costs and
expenses. The selling stockholders, however, are responsible for their own
brokerage commissions and similar expenses.
ITEM AMOUNT
---- ------
SEC Registration fee ............. $ 644
Blue Sky fees and expenses ....... 1,000
Printing and engraving expenses... 1,000
Legal fees and expenses .......... 5,000
Accounting fees and expenses ..... 5,000
Miscellaneous .................... 2,356
-------
Total ....................... $15,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to the provisions of Article 6 of our Restated
Certificate of Incorporation and the provisions of Article 9 of our Bylaws.
We are a Delaware corporation subject to the applicable indemnification
provisions of the General Corporation Law of the State of Delaware (the "DGCL").
Section 145 of the DGCL provides for the indemnification, under certain
circumstances, of persons who are or were directors, officers, employees or
agents of the corporation, or are or were serving at the request of the
corporation in such a capacity with another business organization or entity,
against expenses, judgments, fines and amounts paid in settlement in actions,
suits or proceedings, whether civil, criminal, administrative, or investigative,
brought or threatened against or involving such persons because of such person's
service in any such capacity. In the case of actions brought by or in the right
of the corporation, Section 145 provides for indemnification only of expenses,
and only upon a determination by the Court of Chancery or the court in which
such action or suit was brought that, in view of all of the circumstances of the
case, such person is reasonably and fairly entitled to indemnity for such
expenses.
Our Bylaws provide for indemnification of officers, directors, trustees,
employees and agents of the Company, and for those serving in such roles with
other business organizations or entities, in the event that such person was or
is made a party to, or is threatened to be made a party to, any civil or
criminal action, suit, or proceeding by reason of the fact that such person is
or was serving in such a capacity for or on behalf of the registrant. We will
indemnify any such person against expenses, including attorneys' fees,
judgments, fines, penalties and amounts paid in settlement if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to our best interest, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similarly, we will indemnify such persons for expenses reasonably incurred and
settlements reasonably paid in actions, suits, or proceedings brought by us or
in our right, if such person acted in good faith and in a manner such person
reasonably believed to be in our best interests; provided, however, that no
indemnification shall be made against expenses in respect of any claim, issue,
or matter as to which such person is adjudged to be liable to us or against
amounts paid in settlement unless and only to the extent that there is a
determination made by the appropriate party set forth in our Bylaws that the
person to be indemnified is, in view of the circumstances of the case, fairly
and reasonably entitled to indemnity for such expenses or amounts
II-1
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paid in settlement. In addition, we may purchase and maintain insurance on
behalf of any person who is or was a director, officer, trustee, employee, or
agent of us or is acting in such capacity for another business organization or
entity at our request, against such person and incurred in such capacity, or
arising out of such person's status as such, whether or not we would have the
power or obligation to indemnify him against such liability under the provisions
of Article 9 of our Bylaws. Article 6 of our Restated Certificate of
Incorporation provides that no director will be liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director other than
liability for breach of such director's duty of loyalty, for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, for any payment of a divided or approval of a stock repurchase illegal
under Section 174 of the Delaware General Corporation Law, or for any
transaction from which the director derived an improper personal benefit.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference:
4.1 Form of stock certificate for common stock, par value $.01 per share, of
Webster Financial Corporation (incorporated herein by reference to Exhibit
3.5 to Webster Financial Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996).
4.2 Restated Certificate of Incorporation of Webster Financial Corporation
(incorporated herein by reference to Exhibits 3.1, 3.2, 3.5 and 3.6 of
Webster Financial Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996, and the Certificate of Amendment described in the
Current Report on Form 8-K of Webster Financial Corporation filed with the
Securities and Exchange Commission on April 30, 1998).
4.3 Bylaws of Webster Financial Corporation, as amended to date (incorporated
herein by reference to Exhibit 3 of Webster Financial Corporation`s
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998).
4.4 Rights Agreement, by and between Webster Financial Corporation and American
Stock Transfer & Trust Company, as amended to date (incorporated herein by
reference to Form 8-K filed on February 12, 1996, and Form 8-K filed on
November 25, 1996).
5 Opinion of Hogan & Hartson L.L.P. *
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).
24 Power of Attorney, dated October 26, 1998.*
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
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(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the effective registration
statement;
(iii) 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.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(3) 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.
(4) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted as to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Restated
Certificate of Incorporation or the Amended and Restated By-laws of Registrant,
indemnification agreements entered into between Registrant and its officers and
directors, or otherwise, 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
Registrant of expenses incurred or paid by a director, officer, or controlling
person of 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, 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Waterbury, Connecticut, on March 3, 1999.
WEBSTER FINANCIAL CORPORATION
(Registrant)
By:/s/ James C. Smith
---------------------------------
James C. Smith
Chairman 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 indicated on March 3, 1999.
NAME TITLE
---- -----
/s/ James C. Smith
- --------------------------------
James C. Smith Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ John V. Brennan
- --------------------------------
John V. Brennan Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
*
- --------------------------------
Richard H. Alden Director
*
- --------------------------------
Achille A. Apicella Director
II-4
<PAGE>
*
- --------------------------------
Joel S. Becker Director
*
- --------------------------------
O. Joseph Bizzozero, Jr. Director
*
- --------------------------------
George T. Carpenter Director
*
- --------------------------------
John J. Crawford Director
*
- --------------------------------
Harry P. DiAdamo, Jr. Director
*
- --------------------------------
Robert A. Finkenzeller Director
*
- --------------------------------
Walter R. Griffin Director
*
- --------------------------------
J. Gregory Hickey Director
*
- --------------------------------
C. Michael Jacobi Director
*
- --------------------------------
John F. McCarthy Director
*
- --------------------------------
Sister Marguerite F. Waite Director
/s/ James C. Smith
- --------------------------------
* By James C. Smith
as Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER EXHIBITS NUMBER
- ------ -------- ------
4.1 Form of stock certificate for common stock, par value $.01 per
share, of Webster Financial Corporation (incorporated herein
by reference to Exhibit 3.5 to Webster Financial Corporation`s
Annual Report on Form 10-K for the year ended December 31,
1996).
4.2 Restated Certificate of Incorporation of Webster Financial
Corporation (incorporated herein by reference to Exhibits 3.1,
3.2, 3.5 and 3.6 of Webster Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996, and
the Certificate of Amendment described in the Current Report
on Form 8-K of Webster Financial Corporation filed with the
Securities and Exchange Commission on April 30, 1998).
4.3 Bylaws of Webster Financial Corporation, as amended to date
(incorporated herein by reference to Exhibit 3 of Webster
Financial Corporation`s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998).
4.4 Rights Agreement, by and between Webster Financial Corporation
and American Stock Transfer & Trust Company, as amended to
date (incorporated herein by reference to Form 8-K filed on
February 12, 1996, and Form 8-K filed on November 25, 1996).
5 Opinion of Hogan & Hartson L.L.P.*
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).
24 Power of Attorney, dated October 26, 1998.*
* Previously filed
II-6
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Webster Financial Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG LLP
Hartford, Connecticut
March 3, 1999
