As filed with the Securities and Exchange Commission on May 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 governing instrument)
DELAWARE 06-1187536
(State of Organization) (I.R.S. Employer Identification Number)
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(Address of principal executive offices)
PETER J. SWIATEK
CONTROLLER
WEBSTER FINANCIAL CORPORATION
WATERBURY, CONNECTICUT 06702
(203) 578-2259
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Copies to:
STUART G. STEIN, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
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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. |_|
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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>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
OF SECURITIES BEING REGISTERED REGISTERED COMMON SHARE (1) PRICE (1) (1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 44,901 $986,475 $21.97 $260.43
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low reported
sales prices on the Nasdaq National Market Tier on May 19, 2000.
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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 SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
44,901 SHARES
WEBSTER FINANCIAL CORPORATION
WATERBURY, CONNECTICUT 06702
(203) 578-2259
COMMON STOCK
The selling shareholders named in this prospectus may offer and sell up
to 44,901 shares of Webster common stock. Webster issued the shares of common
stock to the selling stockholders in connection with its acquisition of LLIA,
Inc., and Webster is registering the resale of the offered shares as required by
the terms its agreements with the selling shareholders.
The selling shareholders 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. The registration statement of the
offered shares does not necessarily mean that the shares will be offered or sold
by the selling shareholders. Although Webster will incur expenses of
approximately $9,260 in connection with registering the shares, Webster will not
receive any of the proceeds from a sale of the shares by the selling
stockholders. The selling stockholders, however, are responsible for their own
brokerage commissions and similar expenses.
Webster common stock is listed on the Nasdaq Stock Market National
Market under the symbol "WBST." On May 19, 2000, the last reported sale price of
Webster common stock on Nasdaq was $21.97 per share.
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INVESTING IN WEBSTER FINANCIAL CORPORATION
STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 4 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.
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The selling shareholders may from time to time offer and sell all or a
portion of the offered shares in transactions on Nasdaq or any other national
securities exchange or quotation service on which the offered shares are listed
or quoted at the time of the sale, in the over-the-counter market, in negotiated
transactions or otherwise, at prices then prevailing or related to the
then-current market price or at negotiated prices. The offered shares may be
sold directly or through agents or broker-dealers acting as principal or agent,
or in block trades or pursuant to a distribution by one or more underwriters on
a firm commitment or best-efforts basis. To the extent required, the names of
any agents or broker-dealers and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in this prospectus under the caption "Plan of Distribution" or in any
accompanying prospectus supplement. The selling shareholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling shareholders and any
agents or broker-dealers participating in the distribution of the offered shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any profit on the sale of offered shares by the selling
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shareholders and any commissions received by any agents or broker-dealers may be
deemed to be underwriting commissions or discounts under the Securities Act.
The date of this prospectus is May 24, 2000.
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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 HAVE AN IMPACT ON OUR
EARNINGS AND RESULTS OF OPERATIONS THAT 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. 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 the cost of funds to increase faster than the
yield on interest-bearing assets, Webster's net interest income will decrease.
Webster measures its 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, 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 Webster's asset/liability mix at March 31, 2000, management's
simulation analysis of the effects of changing interest rates projected that an
instantaneous +/-100 basis point fluctuation in interest rates would change
Webster's net interest income for the following twelve months by approximately
- -4.5% and 3.5%, respectively. Based on the asset-liability mix at such date,
management believes that the interest risk is reasonable.
While Webster uses various monitors of interest-rate risk, Webster is
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 a duration 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
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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 the 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 March 31, 2000, we had $125 million of
assets available for payment of dividends on the common stock.
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FORWARD LOOKING STATEMENTS IN THIS PROSPECTUS
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.
Words such as believes, expects, anticipates or similar expressions, indicate
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.
ABOUT WEBSTER FINANCIAL CORPORATION
Webster is a Delaware corporation and the holding company of Webster
Bank, a federal savings bank subsidiary. Both Webster and Webster Bank are
headquartered in Waterbury, Connecticut. Deposits at Webster Bank are insured by
the Federal Deposit Insurance Corporation. Through Webster Bank, we currently
serve customers from over 121 banking offices, three commercial banking centers
and more than 200 ATMs located in Hartford, New Haven, Fairfield, Litchfield and
Middlesex Counties in Connecticut. Webster's mission is to help individuals,
families and businesses achieve their financial goals. Webster emphasizes 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, Webster has established a leading position in the banking, trust
and investment services market in Connecticut. As a result of Webster's
acquisition of Access National Mortgage, Webster offers mortgages over the
Internet.
At March 31, 2000, we had total consolidated assets of approximately
$10.1 billion, total deposits of approximately $6.2 billion and stockholders'
equity of approximately $600 million or 6.0% of total assets. Our consolidated
financial data at March 31, 2000 includes the consolidated accounts of New
England Community Bancorp, Inc., which Webster acquired in a merger transaction
accounted for as a pooling of interests in December 1999.
Our principal executive office is located at Webster Plaza, Waterbury,
Connecticut 06702, and our telephone number is (203) 753-2921. Webster Bank
maintains a home page on the Internet at http://www.websterbank.com.
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NO PROCEEDS TO THE COMPANY
Webster will not receive any of the proceeds from sales of shares by
the selling shareholders. Most of the costs and expenses incurred in connection
with the registration under the Securities Act of the offered shares will be
paid by Webster. The selling shareholders will pay any brokerage fees and
commissions, fees and disbursements of legal counsel for the selling shareholder
and share transfer and other taxes attributable to the sale of the offered
shares.
SELLING SHAREHOLDERS
On February 1, 2000, we acquired LLIA, Inc. As part of that
acquisition, we issued 44,901 shares of our common stock to former stockholders
of LLIA in exchange for their shares of common stock of LLIA in a private
placement transaction exempt from registration under the Securities Act. Webster
has registered all of the 44,901 shares under the Securities Act pursuant to the
terms of the acquisition agreement.
The selling shareholders received the offered shares in private
placement transactions. Since the selling shareholders may sell all, some or
none of their shares, Webster cannot estimate the number of shares that will be
sold by the selling shareholders or that will be owned by the selling
shareholders upon completion of the offering. The offered shares represent
approximately 0.0011% of the total number of shares of Webster's common stock
outstanding as of May 19, 2000.
Number of
Name of Selling Stockholder Number of Shares Owned Shares Offered
- --------------------------- ---------------------- --------------
Gerald U. Levine 17,935 17,935
Daniel Carter 10,920 10,920
David Pugliese 10,920 10,920
Christopher Brodeur 5,126 5,126
PLAN OF DISTRIBUTION
The selling shareholders may offer all or part of 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-dealer engaged by
the selling shareholder 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 pursuant to this
prospectus;
o an exchange distribution in accordance with the rules of the
NASD;
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 underwritten transactions.
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.
Webster has agreed to pay all expenses in connection with the
registration under the Securities Act of the offered shares, including:
o all registration and filing fees,
o printing expenses, and
o fees and disbursements of counsel and accountants for Webster.
The selling shareholders, however, are responsible for their own brokerage
commissions and similar expenses.
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The selling shareholders will pay any brokerage fees and commissions,
fees and disbursements of legal counsel for the selling shareholders and stock
transfer and other taxes attributable to the sale of the offered shares. Webster
also has agreed to indemnify each of the selling shareholders and their
respective officers, directors and trustees and each person who controls, within
the meaning of the Securities Act, against losses, claims, damages, liabilities
and expenses arising under the securities laws in connection with this offering.
The selling shareholders have agreed to indemnify Webster, its officers and each
person who controls, within the meaning of the Securities Act, against any
losses, claims, damages, liabilities and expenses arising under the securities
laws in connection with this offering with respect to written information
furnished Webster by the selling shareholders.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
materials we file with the SEC at the Public Reference Room of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, we file many of our documents
electronically with the SEC, and you may access those documents over the
Internet. The SEC maintains a "web site" that contains reports, proxy and
information statements and other information regarding issuers that file
electronically at "http://www.sec.gov."
Webster common stock is quoted on the Nasdaq Stock Market's National
Market Tier under the symbol "WBST." You can inspect any reports, proxy
statements and other information Webster files with Nasdaq at the offices of
Nasdaq, 9801 Washingtonian Boulevard, Gaithersburg, MD 20878.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Webster to "incorporate by reference" information into
this prospectus. That means that Webster can disclose important information to
you by referring you to another document filed separately with the SEC. The
information that Webster incorporates 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 Webster has filed with the SEC:
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FILINGS PERIOD OF REPORT OR DATE FILED
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o Annual Report on Form 10-K Year ended December 31, 1999
o Quarterly Report on Form 10-Q Quarter ended March 31, 2000
o Current Report on Form 8-K Filed February 9, 2000
o For a description of Webster common stock
o Form 8-A Filed December 2, 1986
o Current Report on Form 8-K Filed October 30, 1998
o Current Report on Form 8-K Filed November 25, 1996
o Current Report on Form 8-K Filed February 12, 1996
</TABLE>
These documents are available without charge to you if you call or
write to James M. Sitro, Senior Vice President, Webster Financial Corporation,
Webster Plaza, Waterbury, Connecticut 06702, or telephone (203) 578-2399.
All reports and other documents filed 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. Webster has 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
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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
The consolidated financial statements of Webster as of December 31,
1999 and 1998 and for each of the years in the three-year period ended December
31, 1999 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.
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by Webster or the selling shareholder. This prospectus does not constitute an
offer to sell, or a solicitation of any offer to buy, the offered shares, in any
jurisdiction where, or to any person to whom, it is unlawful to make any such
offer or solicitation. Neither the delivery of this prospectus nor any offer or
sale made hereunder shall, under any circumstances, create an implication that
there has not been any change in the facts set forth in this prospectus or in
the affairs of Webster since the date hereof.
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TABLE OF CONTENTS
Page
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Risk Factors................................. 4
Forward-Looking Statements in This
Prospectus.............................. 6
About Webster Financial Corporation.......... 6
No Proceeds to the Company................... 7
Selling Shareholders......................... 7
Plan of Distribution......................... 7
Where You Can Find More Information.......... 10
Incorporation of Certain Documents by
Reference .............................. 10
Legal Matters................................ 11
Experts...................................... 11
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44,901 Shares
WEBSTER FINANCIAL CORPORATION
COMMON STOCK
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PROSPECTUS
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MAY 24, 2000
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable
by Webster in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
Registration Fee................................................................... $ 260
Blue Sky Fees and expenses......................................................... 1,000
Printing and Duplicating Expenses.................................................. 500
Legal Fees and Expenses............................................................ 5,000
Accounting Fees and Expenses....................................................... 2,000
Miscellaneous...................................................................... 500
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Total.......................................................................... $ 9,260
==========
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to the provisions of Article 6 of Webster's
certificate of incorporation, and the provisions of Article IX of the 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.
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 shall 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 shall 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
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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.
Article 6 of Webster's restated certificate of incorporation provides
that no director will be personally liable to Webster or its shareholders for
monetary damages for breach of fiduciary duty as a director other than liability
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, for any payment of a
dividend or approval of a stock repurchase that is illegal under Section 174 of
the Delaware Corporation Law, or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be
governed by the final adjudication of such issue.
II-2
<PAGE>
ITEM 16. EXHIBITS
The following Exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT
NO. DESCRIPTION
4.1 Second Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 and incorporated herein by
reference).
4.2 Certificate of Amendment to the Second Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the Corporation's
Annual Report on Form 10-K for the fiscalyear ended December
31, 1999 and incorporated herein by reference)
4.3 Bylaws, as amended (filed as Exhibit 3 to the Corporation's
Quarterly Report on Form 10-Q filed with the SEC on August 13,
1999 and incorporated herein by reference).
4.4 Specimen common stock certificate for Webster's common stock
(filed as Exhibit 4.1 to the Corporation's Registration
Statement on Form S-3 (File No. 333-81563) filed with the SEC
on June 25, 1999 and incorporated herein by reference).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
shares being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS.
(a) Webster 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;
(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) (Section 230.424(b)
of this chapter) 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;
II-3
<PAGE>
(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 of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(b) Webster hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Webster's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange
Act of 1934) 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) Webster hereby undertakes as follows: that prior to any public
reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), Webster
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.
(d) Webster undertakes that every prospectus (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the
Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a
part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(e) The undertaking concerning indemnification is included as part
of the response to Item 20.
(f) Webster hereby undertakes to respond to requests for
information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(g) Webster hereby undertakes to supply by means of a
post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration
Statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 May 22, 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 M. 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-3 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 May 22, 2000.
Name: 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
II-5
<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, Ph.D.
/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
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Second Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 and incorporated herein by
reference).
4.2 Certificate of Amendment to the Second Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December
31, 1999 and incorporated herein by reference).
4.3 Bylaws, as amended (filed as Exhibit 3 to the Corporation's
Quarterly Report on Form 10-Q filed with the SEC on August 13,
1999 and incorporated herein by reference).
4.4 Specimen common stock certificate for Webster's common stock
(filed as Exhibit 4.1 to the Corporation's Registration
Statement on Form S-3 (File No. 333-81563) filed with the SEC
on June 25, 1999 and incorporated herein by reference).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
shares being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
II-7
Exhibit 5
May 24, 2000
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 "Company"), in connection with its registration
statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to 44,901
shares of the Company's common stock, par value $0.01 per share, all of which
shares (the "Shares") may be sold by certain selling shareholders (each a
"Selling Shareholder"). 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 Second Restated Certificate of Incorporation of the
Company, as certified by the Secretary of Corporation on the
date hereof as being complete, accurate and in effect.
3. The Bylaws of the Company, with amendments thereto, as
certified by the Secretary of the Company on the date hereof
as being complete, accurate, and in effect.
4. Resolutions of the Board of Directors of the Company adopted
at a meetings held on January 18, 2000 and February 14, 2000,
as certified by the Secretary of the Company on the date
hereof as 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 all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents
<PAGE>
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 the Shares are 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 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.
HOGAN & HARTSON L.L.P.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Webster Financial Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus statement.
/s/ KPMG LLP
Hartford, Connecticut
May 23, 2000
