As filed with the Securities and Exchange Commission on February 3, 1999
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<S> <C> <C>
Delaware 06-1187536 6712
(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)
---------------
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:
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.
---------------
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. [X]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ======================= ======================== =========================== =======================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
------------- ------------- ----------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
common stock, par value
$.01 per share......... 80,556 shares $28.72 $2,313,569 $644
=========================== ======================= ======================== =========================== =======================
</TABLE>
(1) In accordance with Rule 457(c), the proposed aggregate offering price and
registration fee for 80,556 shares of common stock are based on the average
of the high and low prices for the Registrant's common stock on the Nasdaq
National Market on January 28, 1999.
---------------
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 FEBRUARY 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 February 2, 1999, the last reported sale price of our
common stock on Nasdaq was $30.875 per share.
---------------
PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 3 BEFORE PURCHASING THE
COMMON STOCK.
---------------
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
Cautionary Note Regarding Forward Looking Statements........................ 2
Risk Factors................................................................ 3
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.....................................................................
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.
2
<PAGE>
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 risk factors.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR ACQUISITIONS OF OTHER FINANCIAL
INSTITUTIONS AND BRANCHES
Since 1991, we have experienced significant growth, primarily as a result
of acquiring other financial institutions and branches. These acquisitions,
which include mergers accounted for as pooling of interests and purchase
transactions, have resulted in the acquisition of $6.9 billion of 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, particularly in
quarters immediately following the consummation of such transactions, 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, earnings may be adversely affected by
transaction-related expenses. We continuously investigate potential business
combinations and acquisitions and from time to time will engage in discussions
or negotiations with other companies regarding potential business combinations
or acquisitions. Our policy is not to comment publicly on such discussions or
negotiations until we have entered into a definitive agreement regarding the
proposed transaction.
OUR RESULTS OF OPERATIONS ARE VERY SENSITIVE TO CHANGES IN THE INTEREST RATE
ENVIRONMENT
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 duration, GAP and simulation analyses with
particular emphasis on measuring changes in the net present value of 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, loan and deposit pricing and changes due to the mix
and maturity of such assets and liabilities. 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 decline in value, and fixed-rate liabilities rise 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,
3
<PAGE>
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 also affect the interest-rate spread.
We face substantial competition for deposits and loans throughout our
market area both from local institutions and from out-of-state institutions that
either solicit deposits or maintain loan production offices in our market area.
We compete for deposits primarily with other savings institutions, commercial
banks, credit unions, money market funds and other investment alternatives. We
believe that our ability to compete effectively depends largely on our ability
to compete with regard to interest rates, personalized services, quality and
range of financial services provided, convenience of office locations, automated
services and office hours. We compete for loans primarily with other savings
institutions, mortgage banking firms, mortgage brokers, commercial banks and
insurance companies. We believe that our ability to compete effectively for
loans depends largely on our ability to compete with regard to interest rates,
loan origination fees, quality and range of lending services provided and our
ability to offer personalized service.
OUR ABILITY TO PAY DIVIDENDS IS LARGELY DEPENDENT UPON OUR RECEIPT OF DIVIDENDS
FROM WEBSTER BANK
Cash dividends from Webster Bank and liquid assets at the holding company
level are our principal sources of funds for paying cash dividends on the common
stock, as well as for the payment of principal and interest on our indebtedness.
Webster Bank is subject to certain regulatory requirements that affect its
ability to pay cash dividends to us. In addition, our indebtedness generally
ranks superior to the common stock as to payment of dividends, and contains
certain covenants that affect our ability to pay cash dividends on the common
stock. At December 31, 1998, we had $137.2 million of assets available for
payment of dividends on the common stock.
FUTURE LEGISLATION AND REGULATORY DEVELOPMENTS COULD EFFECT OUR OPERATIONS
Future legislation or regulatory developments could have an adverse effect
on Webster Bank. We are registered with the Office of Thrift Supervision as a
savings and loan holding company. Webster Bank is also subject to extensive
regulation by the Office of Thrift Supervision as its primary federal regulator,
as well as by the Federal Deposit Insurance Corporation, or FDIC, with respect
to certain matters. The Office of Thrift Supervision and the FDIC have adopted
numerous regulations and undertaken other regulatory initiatives, and further
regulations and initiatives may be adopted.
4
<PAGE>
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, in addition to telephone, video and PC
banking. 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.
5
<PAGE>
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 are registering 80,556 shares of the 125,998 shares pursuant
to the terms of the acquisition agreement.
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
February 2, 1999. The selling stockholders are all former stockholders of Access
National Mortgage and their transferees, pledgees, donees and successors.
The 80,556 shares of common stock have been registered under the Securities
Act pursuant to the registration statement.
<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(1)
---------------- --------------- -------------- ---------------
<S> <C> <C> <C>
Sean R. Marsh....................... 30,295 15,147 15,148
Brian R. Scheetz (2)................ 30,295 15,147 15,148
Gregg A. Smith (3).................. 30,292 15,146 15,146
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>
- ----------
(1) The figures in this column assume 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.
(2) Mr. Scheetz is Vice President of Access National Mortgage and Vice
President of Access National Mortgage LLC.
(3) Mr. Smith is Senior Vice President of Access National Mortgage and Senior
Vice President of Access National Mortgage LLC.
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
6
<PAGE>
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;
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.
7
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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.
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:
FILINGS PERIOD OF REPORT OR DATE FILED
------- ------------------------------
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
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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
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
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
<PAGE>
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
<PAGE>
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.
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");
II-2
<PAGE>
(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 January 28, 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 January 28, 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.
II-6
Exhibit 5
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
February 3, 1999
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, CT 06702
Ladies and Gentlemen:
We are acting as special counsel to Webster Financial Corporation, a
Delaware corporation (the "Corporation"), in connection with its Registration
Statement on Form S-3, as amended (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed public offering of
up to 80,556 shares of the Corporation's common stock, par value $0.01 per
share, all of which shares (the "Shares") are to be sold by certain selling
stockholders (each a "Selling Stockholder"). This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation, with amendments thereto, as
certified by the Secretary of the Corporation on the date hereof as
then being complete, accurate and in effect.
3. The Bylaws of the Corporation, with amendments thereto, as certified
by the Secretary of the Corporation on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Corporation, adopted at a
meeting held on October 26, 1998, as certified by the Secretary of the
Corporation on the date hereof as then being complete, accurate and in
effect, relating to, among other things, the original issuance of the
Shares and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies.We have also assumed
the receipt of the consideration for the Shares specified in the resolution of
the Board of Directors referred to above at the time of original issuance of the
Shares. This opinion letter is given, and all statements herein are made, in the
context of the foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Delaware. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances.
<PAGE>
Based upon, subject to and limited by the foregoing, we are of the opinion
that, the Shares are validly issued, fully paid and nonassessable under the
General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
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
February 3, 1999
Exhibit 24
POWER OF ATTORNEY
FOR THE ACQUISITION OF ACCESS NATIONAL MORTGAGE INC.
Each director whose signature appears below appoints James C. Smith or John
V. Brennan, jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution in such director's name,
place and stead, in any and all capacities to sign any registration statement
and any amendments thereto related to the acquisition of Access National
Mortgage Inc. by Webster Financial Corporation, and to file the same, with all
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 their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
This Power of Attorney may be signed in counterparts.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney on
October 26, 1998.
/s/ /s/
- --------------------------------------- ---------------------------------------
Richard H. Alden Achille A. Apicella
/s/ /s/
- --------------------------------------- ---------------------------------------
Joel S. Becker O. Joseph Bizzozero, Jr.
/s/ /s/
- --------------------------------------- ---------------------------------------
George T. Carpenter John J. Crawford
/s/ /s/
- --------------------------------------- ---------------------------------------
Harry P. DiAdamo, Jr. Robert A. Finkenzeller
/s/ /s/
- --------------------------------------- ---------------------------------------
Walter R. Griffin J. Gregory Hickey
/s/ /s/
- --------------------------------------- ---------------------------------------
C. Michael Jacobi John F. McCarthy
/s/ /s/
- --------------------------------------- ---------------------------------------
James C. Smith Sister Marguerite Waite
