<PAGE> 1
As filed with the Securities and Exchange Commission on March 1, 1994
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
FIRST FIDELITY BANCORPORATION
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
New Jersey 22-2826775
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
</TABLE>
2673 Main Street
Lawrenceville, New Jersey 08648
(Address of principal executive offices)
FIRST FIDELITY BANCORPORATION SAVINGS PLAN
(Full title of the plan)
JAMES L. MITCHELL, ESQUIRE
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
(Name and address of agent for service)
(201) 565-7119
(Telephone number, including area code, of agent for service)
_______________________
Copy to:
JAMES W. JENNINGS
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5276
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of securities Number of Proposed maximum Proposed maximum
to be shares to be offering price aggregate Amount of
registered (1) registered (2) per share (3) offering price (3) registration fee (4)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Par 500,000 $43.44 $21,720,000 $7,489
Value $1.00 per share
============================================================================================================================
</TABLE>
(1) This registration statement covers shares of Common Stock of First
Fidelity Bancorporation which may be offered or sold pursuant to the
First Fidelity Bancorporation Savings Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. Pursuant to Rule
457(h)(2), no separate registration fee is required with respect to the
interests in the plan.
(2) Each share of Common Stock covered by this registration statement has
attached thereto one Right to Purchase Series E Junior Participating
Preferred Stock of First Fidelity Bancorporation and such Rights are
included in this registration statement. Because the Rights are issued
for no additional consideration, no additional registration fee is
required.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of
the reported high and low sales prices for a share of Common Stock on
February 25, 1994, as reported on the New York Stock Exchange.
(4) Calculated pursuant to Section 6(b) as follows: 1/29 of one percent of
the proposed maximum aggregate offering price.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, the contents of the
Company's earlier Registration Statements on Form S-8 (Registration No.
33-20089 and Registration No. 33-45404) relating to the First Fidelity
Bancorporation Savings Plan are incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by First Fidelity Bancorporation (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1992, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the Annual Report on Form
11-K for the First Fidelity Bancorporation Savings Plan (the "Savings
Plan") for the year ended December 31, 1992, filed pursuant to Section
15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual
reports referred to in (a) above.
(c) The description of the Common Stock and the Rights to Purchase
Series E Junior Participating Preferred Stock of the Company contained in
the Company's most recent registration statements filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such descriptions.
All reports and other documents subsequently filed by the Company or the
Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in any document, all or a portion of which is 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 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 3-5, Title 14A, of the New Jersey Business Corporation Act
contains detailed provisions for indemnification of directors and officers of
New Jersey corporations against expenses, judgments, fines and settlements in
connection with litigation.
II-1
<PAGE> 3
The Company's Restated Certificate of Incorporation and By-laws provide
for indemnification of the Company's directors and officers against certain
liabilities. The Company's Restated Certificate of Incorporation also
eliminates liability of directors and officers for monetary damages in certain
instances.
The Company has obtained directors' and officers' liability insurance
policies which insure its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
5.1 Opinion of Counsel for First Fidelity Bancorporation.
5.2 Internal Revenue Service Determination Letter (incorporated by reference to Exhibit 5(c) to the Company's
Registration Statement on Form S-8 (No. 33-20089)), filed with the Commission on February 11, 1988. The
Registrant undertakes that it will submit any amendments thereto to the Internal Revenue Service (the "IRS") in
a timely manner and has made or will make all changes required by the IRS in order to qualify the Savings Plan.
15.1 Letter of KPMG Peat Marwick regarding unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Counsel for First Fidelity Bancorporation (included in Exhibit 5.1).
24.1 Power of Attorney
</TABLE>
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 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; and
(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;
II-2
<PAGE> 4
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) of the
Exchange Act (and each filing of the Savings Plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 bonafide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 Newark, State of New Jersey on February 28,
1994.
FIRST FIDELITY BANCORPORATION
By: /s/JAMES L. MITCHELL
------------------------------------
James L. Mitchell
Executive Vice President, General
Counsel and Secretary
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee of the First Fidelity Bancorporation Savings Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newark, State of New
Jersey, on February 28, 1994.
FIRST FIDELITY BANCORPORATION
SAVINGS PLAN
By: ADMINISTRATIVE COMMITTEE
By: /s/WILLIAM A. KARMEN
------------------------------------
William A. Karmen
Chairman of the
Administrative Committee
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, February 17, 1994
/s/ANTHONY P. TERRACCIANO President and Chief
---------------------------------------- Executive Officer
Anthony P. Terracciano
/s/LOUIS E. AZZATO Director February 17, 1994
----------------------------------------
Louis E. Azzato
/s/EDWARD E. BARR Director February 17, 1994
----------------------------------------
Edward E. Barr
/s/ROLAND K. BULLARD, II Director February 17, 1994
----------------------------------------
Roland K. Bullard, II
</TABLE>
S-1
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/LEE A. BUTZ Director February 17, 1994
----------------------------------------
Lee A. Butz
/s/LUTHER R. CAMPBELL, JR. Director February 17, 1994
----------------------------------------
Luther R. Campbell, Jr.
/s/JOHN GILRAY CHRISTY Director February 17, 1994
----------------------------------------
John Gilray Christy
/s/JAMES G. CULLEN Director February 17, 1994
----------------------------------------
James G. Cullen
/s/GONZALO DE LAS HERAS Director February 17, 1994
----------------------------------------
Gonzalo de Las Heras
/s/E. JAMES FERLAND Director February 17, 1994
----------------------------------------
E. James Ferland
Director February 17, 1994
----------------------------------------
Arthur M. Goldberg
/s/LESLIE E. GOODMAN Director February 17, 1994
----------------------------------------
Leslie E. Goodman
/s/FRANK M. HENRY Director February 17, 1994
----------------------------------------
Frank M. Henry
/s/WILLIAM F. HYLAND Director February 17, 1994
----------------------------------------
William F. Hyland
/s/JUAN RODRIGUEZ INCIARTE Director February 17, 1994
----------------------------------------
Juan Rodriguez Inciarte
/s/JOHN R. KENNEDY Director February 17, 1994
----------------------------------------
John R. Kennedy
/s/ROCCO J. MARANO Director February 17, 1994
----------------------------------------
Rocco J. Marano
/s/JAMES D. MORRISSEY, JR. Director February 17, 1994
----------------------------------------
James D. Morrissey, Jr.
</TABLE>
S-2
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/JOSEPH NEUBAUER Director February 17, 1994
----------------------------------------
Joseph Neubauer
/s/PETER C. PALMIERI Director February 17, 1994
----------------------------------------
Peter C. Palmieri
/s/WOLFGANG SCHOELLKOPF Principal Financial February 17, 1994
---------------------------------------- Officer and Director
Wolfgang Schoellkopf
/s/ROBERT MONTGOMERY SCOTT Director February 17, 1994
----------------------------------------
Robert Montgomery Scott
/s/REBECCA STAFFORD Director February 17, 1994
----------------------------------------
Rebecca Stafford
/s/SEFTON STALLARD Director February 17, 1994
----------------------------------------
Sefton Stallard
/s/BERNARD C. WATSON Director February 17, 1994
----------------------------------------
Bernard C. Watson
/s/ANTHONY R. BURRIESCI Principal Accounting February 17, 1994
---------------------------------------- Officer
Anthony R. Burriesci
</TABLE>
By: /s/JAMES L. MITCHELL
--------------------------------
James L. Mitchell
Attorney-in-fact
S-3
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Document Numbered Page
- ------ -------- -------------
<S> <C> <C>
5.1* Opinion of Counsel for First Fidelity E-2
Bancorporation
5.2 Internal Revenue Service Determination Letter
(incorporated by reference)
15.1* Letter of KPMG Peat Marwick regarding E-5
Unaudited Interim Financial Information.
23.1* Consent of KPMG Peat Marwick E-7
23.2 Consent of Counsel for First Fidelity
Bancorporation (included in Exhibit 5.1)
24.1* Power of Attorney E-9
</TABLE>
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
E-1
<PAGE> 2
[FIRST FIDELITY BANCORPORATION LETTERHEAD]
March 1, 1994
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
Dear Sirs,
The Office of the General Counsel of First Fidelity Bancorporation, a New
Jersey corporation (the "Company"), has represented the Company in connection
with the registration of up to 500,000 shares (the "Shares") of its Common
Stock, par value $1.00 per share (the "Common Stock") and the related Preferred
Share Purchase Rights (the "Rights") on a registration statement on Form S-8
(the "Registration Statement") filed pursuant to the Securities Act of 1933, as
amended (the "Act"). The Shares and accompanying Rights will be issued
pursuant to the First Fidelity Bancorporation Savings Plan (the "Plan").
We have examined such corporate records, certificates and other documents
and such questions of law as we have considered necessary or appropriate for
the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) When the Registration Statement with respect to the Shares becomes
effective under the Act and the Shares are issued in accordance with
the terms of the Registration Statement and the Plan, the Shares
will be duly and validly issued, fully paid and nonassessable; and
(2) When the Registration Statement becomes effective under the Act, the
Shares and the Rights have been duly issued as contemplated in the
Registration Statement and the Plan and when the Rights are issued
as authorized in accordance with the Preferred Share Purchase Rights
Plan, dated as of August 17, 1989, as amended, between the Company
and First Fidelity Bank, N.A. (formerly First Fidelity Bank, N.A.,
New Jersey), as rights agent, the Rights will be validly issued.
E-2
<PAGE> 3
First Fidelity Bancorporation
Page 2
Our opinion set forth herein is limited to the Federal laws of the United
States and the general corporation laws of the State of New Jersey.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
The Office of the General Counsel
By: /s/ STEPHEN J. ANTAL
----------------------------------
Stephen J. Antal
Senior Counsel
E-3
<PAGE> 1
EXHIBIT 15.1
E-4
<PAGE> 2
The Board of Directors
First Fidelity Bancorporation
Gentlemen:
Re: Registration Statement on Form S-8
With respect to the subject Registration Statement, we acknowledge our
awareness of the use therein of our reports dated April 13, 1993, July 13,
1993, and October 14, 1993 of SAS No. 71 reports related to our review of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
/s/ KPMG Peat Marwick
February 28, 1994
New York, New York
E-5
<PAGE> 1
EXHIBIT 23.1
E-6
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
First Fidelity Bancorporation
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of First Fidelity Bancorporation of our report dated January 14, 1993,
relating to the consolidated statements of condition of First Fidelity
Bancorporation and subsidiaries as of December 31, 1992 and 1991 and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the years in the three year period ended December 31,
1992, which report appears in the December 31, 1992 annual report on Form 10-K
of First Fidelity Bancorporation which is incorporated herein by reference.
In addition, we consent to the incorporation by reference in this Registration
Statement on Form S-8 of First Fidelity Bancorporation of our report dated June
3, 1993, relating to the statements of net assets available for benefits of the
First Fidelity Bancorporation Savings Plan as of December 31, 1992 and 1991 and
the related statements of changes in net assets available for benefits for each
of the years in the two year period ended December 31, 1992, which report
appears in the December 31, 1992 annual report on Form 11K of First Fidelity
Bancorporation which is incorporated herein by reference.
/s/ KPMG Peat Marwick
February 28, 1994
New York, New York
E-7
<PAGE> 1
EXHIBIT 24.1
E-8
<PAGE> 2
FIRST FIDELITY BANCORPORATION
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS that the undersigned director or
officer, or both, of First Fidelity Bancorporation, a New Jersey corporation
(the "Company"), hereby constitutes and appoints each of Anthony P.
Terracciano, Peter C. Palmieri, Wolfgang Schoellkopf and James L. Mitchell, and
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Company's Registration
Statement on Form S-8 relating to the Company's Common Stock, par value $1.00,
per share in connection with the Company's First Fidelity Bancorporation
Savings Plan, including any and all amendments thereto, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities on this 17th day of February, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/LOUIS E. AZZATO Director
- ----------------------------------------
Louis E. Azzato
/s/EDWARD E. BARR Director
- ----------------------------------------
Edward E. Barr
/s/ROLAND K. BULLARD, II Director
- ----------------------------------------
Roland K. Bullard, II
/s/LEE A. BUTZ Director
- ----------------------------------------
Lee A. Butz
/s/LUTHER R. CAMPBELL, JR. Director
- ----------------------------------------
Luther R. Campbell, Jr.
/s/JOHN GILRAY CHRISTY Director
- ----------------------------------------
John Gilray Christy
/s/JAMES G. CULLEN Director
- ----------------------------------------
James G. Cullen
</TABLE>
E-9
<PAGE> 3
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/GONZALO DE LAS HERAS Director
- ----------------------------------------
Gonzalo de Las Heras
/s/E. JAMES FERLAND Director
- ----------------------------------------
E. James Ferland
Director
- ----------------------------------------
Arthur M. Goldberg
/s/LESLIE E. GOODMAN Director
- ----------------------------------------
Leslie E. Goodman
/s/FRANK M. HENRY Director
- ----------------------------------------
Frank M. Henry
/s/WILLIAM F. HYLAND Director
- ----------------------------------------
William F. Hyland
/s/JUAN RODRIGUEZ INCIARTE Director
- ----------------------------------------
Juan Rodriguez Inciarte
/s/JOHN R. KENNEDY Director
- ----------------------------------------
John R. Kennedy
/s/ROCCO J. MARANO Director
- ----------------------------------------
Rocco J. Marano
/s/JAMES D. MORRISSEY, JR. Director
- ----------------------------------------
James D. Morrissey, Jr.
/s/JOSEPH NEUBAUER Director
- ----------------------------------------
Joseph Neubauer
/s/PETER C. PALMIERI Director
- ----------------------------------------
Peter C. Palmieri
/s/WOLFGANG SCHOELLKOPF Principal Financial
- ---------------------------------------- Officer and Director
Wolfgang Schoellkopf
/s/ROBERT MONTGOMERY SCOTT Director
- ----------------------------------------
Robert Montgomery Scott
</TABLE>
E-10
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/REBECCA STAFFORD Director
- ----------------------------------------
Rebecca Stafford
/s/SEFTON STALLARD Director
- ----------------------------------------
Sefton Stallard
/s/ANTHONY P. TERRACCIANO Chairman of the Board, President and
- ---------------------------------------- Chief Executive Officer
Anthony P. Terracciano
/s/BERNARD C. WATSON Director
- ----------------------------------------
Bernard C. Watson
/s/ANTHONY R. BURRIESCI Principal Accounting
- ---------------------------------------- Officer
Anthony R. Burriesci
</TABLE>
E-11
