sv8
As
filed with the Securities and Exchange Commission on February 27, 2006
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Webster Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
06-1187536
(IRS employer identification number)
Webster Plaza
Waterbury, Connecticut 06702
(203) 465-4364
(Address of Principal Executive Offices)
2001 Directors Retainer Fees Plan
(Full Title of the Plan)
William J. Healy
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 465-4364
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
CALCULATION OF REGISTRATION FEE
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Amount |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Title of each class of securities |
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to be |
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Offering Price |
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Aggregate Offering |
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Registration |
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to be registered |
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Registered |
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per Share (1) |
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Price (1) |
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Fee |
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Common Stock, par value $.01 per share |
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49,063 |
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$46.69 |
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$2,290,752 |
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$246 |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457(h) of the Securities Act of 1933, as amended based on the average of the high and low price on
February 21, 2006. |
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities
Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed
with the SEC either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Webster Financial Corporation (“Webster”) hereby incorporates by reference into this
registration statement the following documents filed by it with the SEC:
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(a) |
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Webster’s annual report on Form 10-K for the fiscal year ended
December 31, 2004 (File No. 001-31486) filed with the SEC on March 10, 2005. |
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(b) |
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Webster’s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2005, June 30, 2005 and September 30, 2005, filed with the SEC on May
10, 2005, August 9, 2005 and November 9, 2005, respectively. |
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(c) |
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Webster’s Current Reports on Form 8-K filed with the SEC on
January 25, 2005, February 4, 2005, February 15, 2005, March 2, 2005, April 19,
2005, April 26, 2005, June 6, 2005, July 19, 2005, October 19, 2005, December
29, 2005, and February 14, 2006. |
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(d) |
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The description of Webster’s common stock, par value $0.01 per
share (“Common Stock”), contained under the heading “Description of Capital
Stock and Comparison of Shareholder Rights” in Webster’s registration statement
on Form S-4 (File No. 333-118923) filed with the SEC on September 10, 2004, as
amended. |
In addition, all documents and reports filed by Webster subsequent to the date hereof pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be part hereof from
the date of filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 IX of Webster’s Bylaws, as amended.
Webster is a Delaware corporation subject to the applicable indemnification provisions of the
General Corporation Law of the State of Delaware (the “Delaware Corporation Law”). Section 145 of
the Delaware Corporation Law provides for the indemnification, under certain circumstances, of
persons who are or were directors, officers, employees or agents of Webster, or are or were serving
at the request of Webster in such a capacity with another business organization or entity, against
expenses, judgments, fines and amounts paid in settlement in actions, suits or proceedings, whether
civil, criminal, administrative, or investigative, brought or threatened against or involving such
persons because of such person’s service in any such capacity. In the case of actions brought by
or in the right of Webster, Section 145 provides for indemnification only of expenses, and only
upon a determination by the Court of Chancery or the court in which such action or suit was brought
that, in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses.
Article 6 of Webster’s Second Restated Certificate of Incorporation provides that no director
will be personally liable to Webster or its stockholders for monetary damages for breach of
fiduciary duty as a director other than liability
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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, |
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for any payment of a dividend or approval of a stock repurchase that is illegal
under Section 174 of the Delaware Corporation Law, or |
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for any transaction from which the director derived an improper personal benefit. |
The foregoing indemnity and insurance provisions have the effect of reducing directors’ and
officers’ exposure to personal liability for actions taken in connection with their respective
positions.
Webster’s Bylaws provide for indemnification of directors, officers, trustees, employees and
agents of Webster, and for those serving in such roles with other business organizations or
entities, in the event that such person was or is made a party to (or is threatened to be made a
party to) any civil, criminal, administrative, arbitration or investigative action, suit, or
proceeding (other than an action by or in the right of Webster) by reason of the fact that such
person is or was serving in such a capacity for or on behalf of Webster. Webster will indemnify
any such person against expenses (including attorneys’ fees), judgments, fines, penalties and
amounts paid in settlement if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of Webster, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similarly, Webster will indemnify such persons for expenses reasonably incurred and settlements
reasonably paid in actions, suits, or proceedings brought by or in the right of Webster, if such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of Webster; provided, however, that no indemnification will be made against
expenses in respect of any claim, issue, or matter as to which such person is adjudged to be liable
to Webster or against amounts paid in settlement unless and only to the extent that there is a
determination made by the appropriate party set forth in the Bylaws that the person to be
indemnified is, in view of all the circumstances of the case, fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement. In addition, Webster may purchase and
maintain insurance on behalf of any person who is or was a director, officer, trustee, employee, or
agent of Webster or is acting in such capacity for another business organization or entity at
Webster’s request, against any liability asserted against such person and incurred in such
capacity, or arising out of such person’s status as such, whether or
not Webster would have the power or obligation to indemnify him against such liability under
the provisions of Article IX of Webster’s Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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| Exhibit |
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Exhibit |
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4
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Specimen common stock certificate (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). |
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5
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Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of Hogan &
Hartson L.L.P. |
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10.1
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Webster Financial Corporation 2001 Directors Retainer Fees Plan
(filed as Exhibit A to the Company’s definitive proxy statement
filed with the SEC on March 21, 2001 and incorporated by reference
herein). |
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23.1
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Consent of KPMG LLP. |
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23.2
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Consent of Hogan & Hartson L.L.P. (included in Exhibit 5). |
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Power of Attorney (included on the signature page in Part II of
this Registration Statement). |
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of 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 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 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.
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Waterbury, state of Connecticut, on
February 24th, 2006.
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WEBSTER FINANCIAL CORPORATION |
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By:
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/s/ James C. Smith
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James C. Smith |
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Chairman and Chief Executive Officer |
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POWER OF ATTORNEY
Each person whose signature appears below appoints James C. Smith or Harriet Munrett Wolfe,
jointly and severally, each in his or her own capacity, as true and lawful attorneys-in-fact, with
full power or substitution in such person’s name, place and stead, in any and all capacities to
sign any amendments to this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney is valid as of its execution, until its withdrawal.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated below, on this 24th day
of February, 2006.
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| Signature |
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Title |
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/s/ James C. Smith
James C. Smith
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Chairman and Chief Executive
Officer and Director
(Principal Executive Officer) |
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/s/ William J. Healy
William J. Healy
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Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Joel S. Becker
Joel S. Becker
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Director |
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/s/ William T. Bromage
William T. Bromage
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Director |
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/s/ George T. Carpenter
George T. Carpenter
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Director |
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/s/ John J. Crawford
John J. Crawford
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Director |
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/s/ Robert A. Finkenzeller
Robert A. Finkenzeller
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Director |
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Director |
Roger A. Gelfenbien |
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/s/ C. Michael Jacobi
C. Michael Jacobi
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Director |
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/s/ Laurence C. Morse
Laurence C. Morse
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Director |
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/s/ Robert F. Stoico
Robert F. Stoico
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Director |
Exhibit Index
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| Exhibit |
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| No. |
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Exhibit |
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Specimen common stock certificate (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). |
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5
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Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of Hogan &
Hartson L.L.P. |
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10.1
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Webster Financial Corporation 2001 Directors Retainer Fees Plan
(filed as Exhibit A to the Company’s definitive proxy statement
filed with the SEC on March 21, 2001 and incorporated by reference
herein). |
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23.1
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Consent of KPMG LLP. |
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23.2
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Consent of Hogan & Hartson L.L.P. (included in Exhibit 5). |
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24
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Power of Attorney (included on the signature page in Part II of
this Registration Statement). |