As filed with the Securities and Exchange Commission on May 20, 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)
New Jersey 22-2826775
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
2673 Main Street
Lawrenceville, New Jersey 08648
(Address of principal executive offices)
FIRST FIDELITY BANCORPORATION
STOCK OPTION AND RESTRICTED STOCK 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
Title of Number of Proposed Proposed Amount of
securities to shares to be maximum maximum registration
be registered registered offering aggregate fee
(1) price per offering
share (2) price (2)
Common 2,000,000 $45.0625 $90,125,000 $31,076
Stock, Par
Value $1.00
per share
(1) 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.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457
solely for the purpose of calculating the registration
1 <PAGE>
<PAGE>
fee, based upon the average of the reported high and low
sales prices for a share of Common Stock on May 13, 1994,
as reported on the New York Stock Exchange.
2 <PAGE>
<PAGE>
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 Statement on
Form S-8 (Registration No. 33-48712), filed with the
Securities and Exchange Commission on June 22, 1992, are
incorporated herein by reference and the following information
is also provided.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this
Registration Statement.
Exhibit
Number Exhibit
5.1 Opinion of Morgan, Lewis & Bockius
15.1 Letter of KPMG Peat Marwick regarding unaudited
interim financial information.
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Morgan, Lewis & Bockius
(included in Exhibit 5.1).
24.1 Power of Attorney
1 <PAGE>
<PAGE>
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 May 19, 1994.
FIRST FIDELITY BANCORPORATION
By: /s/James L. Mitchell
James L. Mitchell
Executive Vice President,
General Counsel and Secretary
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.
Signature Title Date
* Chairman of the May 19, 1994
Anthony P. Terracciano Board, President
and Chief Execu-
tive Officer
* Director May 19, 1994
Louis E. Azzato
* Director May 19, 1994
Edward E. Barr
* Director May 19, 1994
Roland K. Bullard, II
* Director May 19, 1994
Lee A. Butz
2 <PAGE>
<PAGE>
Signature Title Date
* Director May 19, 1994
Luther R. Campbell, Jr.
* Director May 19, 1994
John Gilray Christy
Director May 19, 1994
James G. Cullen
* Director May 19, 1994
Gonzalo de Las Heras
* Director May 19, 1994
E. James Ferland
Director May 19, 1994
Arthur M. Goldberg
Director May 19, 1994
Leslie E. Goodman
* Director May 19, 1994
Frank M. Henry
Director May 19, 1994
Juan Rodriguez Inciarte
Director May 19, 1994
John R. Kennedy
Director May 19, 1994
Rocco J. Marano
Director May 19, 1994
James D. Morrissey, Jr.
* Director May 19, 1994
Joseph Neubauer
* Director May 19, 1994
Peter C. Palmieri
3 <PAGE>
<PAGE>
Signature Title Date
* Principal Finan- May 19, 1994
Wolfgang Schoellkopf cial Officer and
Director
* Director May 19, 1994
Robert Montgomery Scott
* Director May 19, 1994
Rebecca Stafford
* Director May 19, 1994
Sefton Stallard
* Director May 19, 1994
Bernard C. Watson
* Principal May 19, 1994
Anthony R. Burriesci Accounting
Officer
*By:/s/James L. Mitchell
James L. Mitchell
Attorney-in-fact
4 <PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
5.1* Opinion of Morgan, Lewis & Bockius
15.1* Letter of KMPG Peat Marwick regarding unaudited
financial information
23.1* Consent of KPMG Peat Marwick
23.2 Consent of Morgan, Lewis & Bockius
(included in Exhibit 5.1)
24.1* Power of Attorney
* Filed herewith.
<PAGE>
EXHIBIT 5.1
May 19, 1994
First Fidelity Bancorporation
550 Broad Street
Newark, New Jersey 07102
Dear Sirs,
We have acted as counsel to First Fidelity Bancorporation, a
New Jersey corporation (the "Company"), in connection with the
registration of up to 2,000,000 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 Stock Option and
Restricted Stock Plan (the "Plan").
We have examined such corporate records, documents, statutes
and decisions as we have deemed relevant in rendering 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
1 <PAGE>
<PAGE>
(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.
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,
/s/ Morgan, Lewis & Bockius
2 <PAGE>
<PAGE>
EXHIBIT 15.1
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 report dated
April 14, 1994 of SAS No. 71 report related to our review of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such a
report is 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
May 17, 1994
New York, New York
1 <PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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, 1994, except for the sixth paragraph of
Note 11 which was dated February 2, 1994, relating to the
consolidated statements of condition of First Fidelity
Bancorporation and subsidiaries as of December 31, 1993 and 1992
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, 1993, which report appears
in the December 31, 1993 annual report on form 10K of First
Fidelity Bancorporation which is incorporated herein by
reference.
/s/ KPMG Peat Marwick
May 17, 1994
New York, New York
1 <PAGE>
<PAGE>
EXHIBIT 24.1
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, James L. Mitchell, and Stephen J. Antal,
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 Stock Option and Restricted Stock 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 19th day of May,
1994.
Signature Title
/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
1 <PAGE>
<PAGE>
Signature Title
/s/ Luther R. Campbell, Jr. Director
Luther R. Campbell, Jr.
/s/ John Gilray Christy Director
John Gilray Christy
Director
James G. Cullen
/s/ Gonzalo de Las Heras Director
Gonzalo de Las Heras
/s/ E. James Ferland Director
E. James Ferland
Director
Arthur M. Goldberg
Director
Leslie E. Goodman
/s/ Frank M. Henry Director
Frank M. Henry
Director
Juan Rodriguez Inciarte
Director
John R. Kennedy
Director
Rocco J. Marano
Director
James D. Morrissey, Jr.
/s/ Joseph Neubauer Director
Joseph Neubauer
2 <PAGE>
<PAGE>
Signature Title
/s/ Peter C. Palmieri Director
Peter C. Palmieri
/s/ Wolfgang Schoellkopf Principal Financial
Wolfgang Schoellkopf Officer and Director
/s/ Robert Montgomery Scott Director
Robert Montgomery Scott
/s/ Rebecca Stafford Director
Rebecca Stafford
/s/ Sefton Stallard Director
Sefton Stallard
/s/ Anthony P. Terracciano Chairman of the Board,
Anthony P. Terracciano President and Chief
Executive Officer
/s/ Bernard C. Watson Director
Bernard C. Watson
/s/ Anthony R. Burriesci Principal Accounting
Anthony R. Burriesci Officer
3 <PAGE>
<PAGE>
