As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
06-1187536
(IRS employer identification number)
Webster Plaza
Waterbury, Connecticut 06702
(203) 753-2921
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------
WEBSTER FINANCIAL CORPORATION, EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
------------------------
Peter J. Swiatek
Controller
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 578-2259
(Name, address and telephone number of agent for service)
Copy to:
Stuart G. Stein, Esq.
William C. Schmidt, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
====================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of securities to be Offering Price Aggregate Offering Registration
to be registered Registered(2) per Share (1) Price (1)(2) Fee (1)(2)
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Common Stock, par value $.01 per share 750,000 $21.97 $16,477,500 $4,350
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices for shares of common stock of Webster Financial Corporation as reported
on the Nasdaq stock market and calculated as of May 19, 2000.
(2) The Registrant is registering 750,000 shares of its common stock, par value $.01 per share ("Common Stock") reserved for
issuance pursuant to its Employee Stock Purchase Plan. This Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
====================================================================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this registration statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Webster Financial Corporation ("Webster") hereby incorporates
by reference into this registration statement the following documents filed by
it with the SEC:
(a) Webster's annual report on Form 10-K for the twelve
months ended December 31, 1999 and Webster's
quarterly report on Form 10-Q for the three months
ended March 31, 2000.
(b) Webster's current report on Form 8-K filed February
9, 2000.
(c) The description of Webster common stock, par value
$0.01 per share ("Common Stock"), contained in
Webster's registration statement on Form 8-A filed
with the SEC on December 2, 1986, as amended by
Webster's current reports on Form 8-K filed February
12 and November 25, 1996 and October 30, 1998.
In addition, all documents and reports filed by Webster
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Article 6 of Webster's
restated certificate of incorporation, as amended, and the provisions of Article
IX of Webster's Bylaws, as amended.
Webster is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"). Section 145 of the Delaware
Corporation Law provides for the indemnification, under certain circumstances,
of persons who are or were directors, officers, employees or agents of Webster,
or are or were serving at the request of Webster 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 Webster, 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 the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses.
Article 6 of Webster's restated certificate of incorporation
provides that no director will be personally liable to Webster or its
stockholders for monetary damages for breach of fiduciary duty as a director
other than liability
o for any breach of such director's duty of loyalty to Webster
or its shareholders, for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law,
o for any payment of a dividend or approval of a stock
repurchase that is illegal under Section 174 of the Delaware
Corporation Law, or
o for any transaction from which the director derived an
improper personal benefit.
The foregoing indemnity and insurance provisions have the
effect of reducing directors' and officers' exposure to personal liability for
actions taken in connection with their respective positions.
Webster's Bylaws provide for indemnification of directors,
officers, trustees, employees and agents of Webster, 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, criminal, administrative, arbitration or investigative action, suit, or
proceeding (other than an action by or in the right of Webster) by reason of the
fact that such person is or was serving in such a capacity for or on behalf of
Webster. Webster 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 the best interests of Webster, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similarly, Webster will indemnify such persons for
expenses reasonably incurred and settlements reasonably paid in actions, suits,
or proceedings brought by or in the right of Webster, if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of Webster; provided, however, that no
indemnification will be made against expenses in respect of any claim, issue, or
matter as to which such person is adjudged to be liable to Webster 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 the Bylaws that the
person to be indemnified is, in view of all the circumstances of the case,
fairly and reasonably entitled to indemnity for such expenses or amounts paid in
settlement. In addition, Webster may purchase and maintain insurance on behalf
of any person who is or was a director, officer, trustee, employee, or agent of
Webster or is acting in such capacity for another business organization or
entity at Webster's request, against any liability asserted against such person
and incurred in such capacity, or arising out of such person's status as such,
whether or not Webster would have the power or obligation to indemnify him
against such liability under the provisions of Article IX of Webster's Bylaws.
3
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Webster pursuant to the foregoing provisions, or otherwise, Webster has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Webster of expenses incurred or paid by a director, officer or
controlling person of Webster 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, Webster 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 Securities
Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NO. EXHIBIT
--- -------
4.1 Specimen common stock certificate (incorporated by reference
to Exhibit 4.1 to Webster's registration statement on Form S-3
(File No. 333-81563) filed with the SEC on June 25, 1999.)
4.2 Rights Agreement, dated as of February 5, 1996, between
Webster and Chemical Mellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 1 to Webster's current
report on Form 8-K as filed with the SEC on February 12,
1996.)
4.3 Amendment No. 1 to Rights Agreement, entered into as of
November 4, 1996, by and between Webster and ChaseMellon
Shareholder Services, L.L.C. (incorporated by reference to
Webster's current report on Form 8-K as filed with the SEC on
November 25, 1996.)
4.4 Amendment No. 2 to Rights Agreement, entered into as of
October 30, 1998, between Webster and American Stock Transfer
& Trust Company (incorporated by reference to Exhibit 1 to
Webster's current report on Form 8-K as filed with the SEC on
October 30, 1998.)
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of
Hogan & Hartson
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Harston L.L.P. (included in the opinion
filed as Exhibit 5 hereto)
99.1 Section 145 of the Delaware General Corporation Law.
(incorporated by reference to Exhibit 99.4 of Webster's
registration statement on Form S-4 (File No. 333-46073) as
filed with the SEC on February 11, 1998.)
99.2 Webster Financial Corporation Employee Stock Purchase Plan
(incorporated by reference to Appendix A to Webster's
Definitive Proxy Statement on Form 14A filed with the SEC on
March 23, 2000.)
-----------------------
4
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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;
(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;
(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.
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference 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.
5
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liability arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant or expenses incurred or
paid by a director, officer or controlling person in successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Waterbury, state of Connecticut on April 27, 2000.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
---------------------------------------
James C. Smith
Chairman and
Chief Executive Officer
Each person whose signature appears below hereby appoints James C.
Smith or Harriet Munrett Wolfe, jointly and severally, each in his or her own
capacity, as true and lawful attorneys-in-fact, with full power or substitution
in such person's name, place and stead, in any and all capacities to sign any
amendments to this Registration Statement on Form S-8 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.
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 the 27th day of April, 2000.
Signature Title
--------- -----
/s/ James C. Smith Chairman and Chief Executive Officer,
-------------------------------- Principal Executive Officer
James C. Smith
/s/ Peter J. Swiatek Controller
-------------------------------
Peter J. Swiatek
/s/ Richard H. Alden Director
-------------------------------
Richard H. Alden
/s/ Achille A. Apicella Director
-------------------------------
Achille A. Apicella
/s/ Joel S. Becker Director
-------------------------------
Joel S. Becker
/s/ O. Joseph Bizzozero, Jr. Director
-------------------------------
O. Joseph Bizzozero, Jr.
/s/ George T. Carpenter Director
-------------------------------
George T. Carpenter
7
<PAGE>
/s/ John J. Crawford Director
-------------------------------
John J. Crawford
/s/ Harry P. DiAdamo, Jr. Director
-------------------------------
Harry P. DiAdamo, Jr.
/s/ Robert A. Finkenzeller Director
-------------------------------
Robert A. Finkenzeller
/s/ P. Anthony Giorgio Director
-------------------------------
P. Anthony Giorgio
/s/ C. Michael Jacobi Director
-------------------------------
C. Michael Jacobi
/s/ John F. McCarthy Director
-------------------------------
John F. McCarthy
Director
-------------------------------
Michael G. Morris
/s/ Sister Marguerite Waite Director
-------------------------------
Sister Marguerite Waite
8
<PAGE>
EXHIBIT INDEX
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EXHIBIT
NO. EXHIBIT
--- -------
4.1 Specimen common stock certificate (incorporated by reference
to Exhibit 4.1 to Webster's registration statement on Form S-3
(File No. 333-81563) filed with the SEC on June 25, 1999.)
4.2 Rights Agreement, dated as of February 5, 1996, between
Webster and Chemical Mellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 1 to Webster's current
report on Form 8-K as filed with the SEC on February 12,
1996.)
4.3 Amendment No. 1 to Rights Agreement, entered into as of
November 4, 1996, by and between Webster and ChaseMellon
Shareholder Services, L.L.C. (incorporated by reference to
Webster's current report on Form 8-K as filed with the SEC on
November 25, 1996.)
4.4 Amendment No. 2 to Rights Agreement, entered into as of
October 30, 1998, between Webster and American Stock Transfer
& Trust Company (incorporated by reference to Exhibit 1 to
Webster's current report on Form 8-K as filed with the SEC on
October 30, 1998.)
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of
Hogan & Hartson
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Harston L.L.P. (included in the opinion
filed as Exhibit 5 hereto)
99.1 Section 145 of the Delaware General Corporation Law.
(incorporated by reference to Exhibit 99.4 of Webster's
registration statement on Form S-4 (File No. 333-46073) as
filed with the SEC on February 11, 1998.)
99.2 Webster Financial Corporation Employee Stock Purchase Plan
(incorporated by reference to Appendix A to Webster's
Definitive Proxy Statement on Form 14A filed with the SEC on
March 23, 2000.)
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EXHIBIT 5
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
May 22, 2000
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Ladies and Gentlemen:
We are acting as special counsel to Webster Financial
Corporation, a Delaware corporation ("Webster"), in connection with its
registration statement on Form S-8 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission relating to the proposed offering of
up to 750,000 shares of Webster's common stock, par value $.01 per share, all of
which shares (the "Shares") may be issued by Webster pursuant to the Webster
Financial Corporation Employee Stock Purchase Plan (the "Plan"). 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. An copy of the Plan.
3. The Second Restated Certificate of Incorporation of
Webster, as certified by the Secretary of Webster on
the date hereof as then being complete, accurate and in
effect.
4. The Bylaws of Webster, as certified by the Secretary of
Webster on the date hereof as then being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of Webster
adopted at a meeting held on February 14, 2000, as
certified by the Secretary of Webster on the date
hereof as then being complete, accurate and in effect,
relating to, among other things, the adoption of the
Plan and the issuance of the Shares thereunder.
<PAGE>
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity with the original documents of all
documents submitted to us as copies (including telecopies). 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
Delaware General Corporation Law, as amended. We express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations. As used herein, the
term "Delaware General Corporation Law, as amended" includes the statutory
provisions contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement, (ii)
issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by
Webster of the consideration for the Shares specified in the Plan, the Shares
will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to 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.
HOGAN & HARTSON L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Webster Financial Corporation:
We consent to the incorporation by reference in the registration statement (No.
3-8802) on Form S-8 of Webster Financial Corporation of our report dated January
28, 2000, relating to the consolidated statements of condition of Webster
Financial Corporation and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, comprehensive income, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1999, which report appears in the December 31, 1999 annual report
on Form 10-K of Webster Financial Corporation.
/s/ KPMG
Hartford, Connecticut
May 19, 2000
