As filed with the securities and exchange commission on September 12, 2000
Registration No. 333-58965
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 06-1187536 6712
(State or other jurisdiction (I.R.S. Employer (Primary Standard
of incorporation or organization) Identification No.) Industrial Classification Code Number)
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Webster Plaza, Waterbury, Connecticut 06702, (203) 753-2921
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Peter J. Swiatek
Controller
Webster Financial Corporation
Webster Plaza, Waterbury, Connecticut 06702, (203) 578-2335
(Name, address, including zip code, and telephone number, including
area code, of registrant's agent for service)
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Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-8575
Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.[ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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COMMON STOCK REMOVED FROM REGISTRATION
Webster Financial Corporation (the "Company") filed a Registration
Statement on Form S-3 (File No. 333-58965) with the Securities and Exchange
Commission (the "Commission") on July 13, 1998, as amended (the "Registration
Statement"), pursuant to which it registered the offer and sale (the "Offering")
of 274,609 shares of common stock, par value $.01 per share, of the Company to
the public by certain selling stockholders from time to time. Pursuant to the
Company's undertaking in the Registration Statement, the Company files this
Post-Effective Amendment No. 1 to remove from registration any shares of common
stock that were registered in connection with the Offering but remain unsold.
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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
Second Restated Certificate of Incorporation and the provisions of Article 9 of
the 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 "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. Webster's 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. 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 Webster's best
interest, 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 Webster or in
Webster's right, if such person acted in good faith and in a manner such person
reasonably believed to be in Webster's 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 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 Webster's 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 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 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 9 of the Bylaws. Article 6 of Webster's Second Restated
Certificate of Incorporation provides that no director will be liable to Webster
or Webster's 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.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following Exhibits are filed herewith or incorporated herein by reference:
4.1 Specimen common stock certificate for Common Stock, par value
$.01 per share, of the Company (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form
S-3 filed with the SEC on June 25, 1999).
4.2 Second Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibits 3.1 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999, and the Certificate of Amendment described
in the Current Report on Form 8-K of the Company filed with
the Securities and Exchange Commission on April 30, 1998).
4.3 Bylaws of the Company, as amended (incorporated herein by
reference to Exhibit 3 of the Company's Registration Statement
on Form S-8 filed with the SEC on July 25, 2000).
4.4 Rights Agreement, dated as of February 5, 1996, between the
Company and Chase Mellon Shareholder Services, L.L.C.
(incorporated herein by reference to Exhibit 1 to the Current
Report on Form 8-K filed with the SEC on February 12, 1996,
and Form 8-K filed on November 25, 1996).
4.5 Amendment No. 1 to Rights Agreement, entered into as of
November 4, 1996, by and between the Company and ChaseMellon
Shareholder Services, L.L.C. (incorporated herein by reference
to Exhibit 1 to the Current Report on Form 8-K filed with the
SEC on November 25, 1996).
4.6 Amendment No. 2 to Rights Agreement, entered into as of
October 30, 1998, between the Company and American Stock
Transfer & Trust Company (incorporated herein by reference to
Exhibit 1 to the Current Report on Form 8-K filed with the SEC
on October 30, 1998).
5 Opinion of Hogan & Hartson L.L.P.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).*
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).*
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*Previously filed as part of the Registration Statement on Form S-3 (File No.
333-58965) filed with the SEC on July 13, 1998.
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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) 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 anew 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.
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INDEX TO EXHIBITS
EXHIBITS
4.1 Specimen common stock certificate for Common Stock, par value
$.01 per share, of the Company (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form
S-3 filed with the SEC on June 25, 1999).
4.2 Second Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibits 3.1 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999, and the Certificate of Amendment described
in the Current Report on Form 8-K of the Company filed with
the Securities and Exchange Commission on April 30, 1998).
4.3 Bylaws of the Company, as amended (incorporated herein by
reference to Exhibit 3 of the Company's Registration Statement
on Form S-8 filed with the SEC on July 25, 2000).
4.7 Rights Agreement, dated as of February 5, 1996, between the
Company and Chase Mellon Shareholder Services, L.L.C.
(incorporated herein by reference to Exhibit 1 to the Current
Report on Form 8-K filed with the SEC on February 12, 1996,
and Form 8-K filed on November 25, 1996).
4.8 Amendment No. 1 to Rights Agreement, entered into as of
November 4, 1996, by and between the Company and ChaseMellon
Shareholder Services, L.L.C. (incorporated herein by reference
to Exhibit 1 to the Current Report on Form 8-K filed with the
SEC on November 25, 1996).
4.9 Amendment No. 2 to Rights Agreement, entered into as of
October 30, 1998, between the Company and American Stock
Transfer & Trust Company (incorporated herein by reference to
Exhibit 1 to the Current Report on Form 8-K filed with the SEC
on October 30, 1998).
5 Opinion of Hogan & Hartson L.L.P.*
23.1 Consent of KPMG Peat Marwick LLP.*
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).*
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).*
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*Previously filed as part of the Registration Statement on Form S-3 (File No.
333-58965) filed with the SEC on July 13, 1998.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Waterbury, Connecticut,
on September 12, 2000.
WEBSTER FINANCIAL CORPORATION
(Registrant)
By: /s/ James C. Smith
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James C. Smith
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on September 12, 2000.
/s/ James C. Smith Chairman and Chief Executive Officer
-------------------------------- (Principal Executive Officer)
James C. Smith
/s/ Peter J. Swiatek Controller
-------------------------------- (Acting Principal Financial Officer)
Peter J. Swiatek
/s/ Richard H. Alden * Director
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Richard H. Alden
/s/ Achille A. Apicella * Director
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Achille A. Apicella
/s/ Joel S. Becker * Director
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Joel S. Becker
/s/ O. Joseph Bizzozero, Jr.* Director
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O. Joseph Bizzozero, Jr.
/s/ George T. Carpenter* Director
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George T. Carpenter
/s/ John J. Crawford * Director
--------------------------------
John J. Crawford
/s/ Harry P. DiAdamo, Jr.* Director
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Harry P. DiAdamo, Jr.
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<PAGE>
/s/ Robert A. Finkenzeller* Director
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Robert A. Finkenzeller
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Edgar C. Gerwig Director
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P. Anthony Giorgio Director
/s/ C. Michael Jacobi * Director
--------------------------------
C. Michael Jacobi
/s/ John F. McCarthy * Director
--------------------------------
John F. McCarthy
-------------------------------- Director
Michael G. Morris
/s/ Marguerite F. Waite* Director
--------------------------------
Marguerite F. Waite
/s/ James C. Smith
--------------------------------
By: James C. Smith
*as Power of Attorney
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