AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2003
Registration No. 333-87508
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of
incorporation or organization)
06-1187536
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(IRS employer identification number)
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(203) 578-2476
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(Address of Principal Executive Offices)
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WEBSTER FINANCIAL CORPORATION AMENDED AND RESTATED 1992 STOCK OPTION PLAN
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(Full Title of the Plan)
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William J. Healy
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 578-2476
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(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
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, par value $.01 per share 2,200,000 (1) $38.03(2) $83,666,000(2) $6,768.57
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(1) 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.
(2) 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 July 22, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 2,200,000 shares of Webster Financial
Corporation common stock, par value $.01 per share to be issued pursuant to the
Webster Financial Corporation Amended and Restated 1992 Stock Option Plan (the
"1992 Plan"). The Board of Directors of Webster, on February 26, 2003 and March
30, 2003 voted to amend the 1992 Plan, subject to shareholder approval, to
increase the number of shares to be issued under the 1992 Plan and to extend the
term of the 1992 Plan. These actions were approved by the shareholders of
Webster Financial Corporation on April 24, 2003.
Webster Financial Corporation filed a Registration Statement
on Form S-8 (File No. 333-48548) with the Securities and Exchange Commission on
October 25, 2000, pursuant to which it registered 2,961,000 shares of Webster
common stock, par value $.01 per share, reserved for issuance under the Webster
Financial Corporation 1992 Stock Option Plan. The contents of the registration
statement are incorporated herein by reference.
Subsequently, the Board of Directors of Webster, on April 23,
2001 voted to amend and restate the 1992 Stock Option Plan in its entirety and
authorized an increase in the number of shares to be issued under the Amended
and Restated 1992 Stock Option Plan. These actions were approved by the
shareholders of Webster on April 26, 2001. In connection therewith, Webster
filed a Registration Statement on Form S-8 (File No. 333-87508) on August 8,
2001, pursuant to which it registered an additional 1,500,000 shares of common
stock, par value $.01 per share, reserved for issuance under the Amended and
Restated 1992 Stock Option Plan. The contents of the registration statement are
incorporated herein by reference.
PART II
ITEM 8. EXHIBITS.
Exhibit
No. Exhibit
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4.1 Amended and Restated 1992 Stock Option Plan (incorporated herein
by reference to Exhibit 99.2 of the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange
Commission (the "SEC") on August 8, 2001).
4.2 Amendment Number 1 to the Amended and Restated 1992 Stock Option
Plan
4.3 Amendment Number 2 to the Amended and Restated 1992 Stock Option
Plan
5 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.
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L .L.P. (included in Exhibit 5)
24 Power of Attorney (included on signature page of the
Registration Statement on Form S-8 (Registration No. 333-48548)
filed with the SEC on October 25, 2000).
2
SIGNATURES
Registrant. 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-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 this 23rd day
of July, 2003.
WEBSTER FINANCIAL CORPORATION
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 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
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/s/ James C. Smith Chairman and Chief Executive Officer and Director
-------------------------- (Principal Executive Officer)
James C. Smith
/s/ William J. Healy Executive Vice President and Chief Financial Officer
-------------------------- (Principal Financial Officer and Principal Accounting Officer)
William J. Healy
* /s/ Joel S. Becker Director
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Joel S. Becker
/s/ William T. Bromage Director
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William T. Bromage
* /s/ George T. Carpenter Director
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George T. Carpenter
*/s/ John J. Crawford Director
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John J. Crawford
3
* /s Robert A. Finkenzeller Director
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Robert A. Finkenzeller
Director
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Roger A. Gelfenbien
*/s/ C. Michael Jacobi Director
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C. Michael Jacobi
* /s/ Michael G. Morris Director
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Michael G. Morris
*By Power of Attorney
/s/ Harriet Munrett Wolfe
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Harriet Munrett Wolfe
4
EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 Amended and Restated 1992 Stock Option Plan (incorporated herein
by reference to Exhibit 99.2 of the Company's Registration
Statement on Form S-8, filed with the Securities and Exchange
Commission (the "SEC") on August 8, 2001).
4.2 Amendment Number 1 to the Amended and Restated 1992 Stock Option
Plan
4.3 Amendment Number 2 to the Amended and Restated 1992 Stock Option
Plan
5 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.
23.1 Consent of KPMG LLP.
23.2 Consent of Hogan & Hartson L .L.P. (included in Exhibit 5)
24 Power of Attorney (included on signature page of the
Registration Statement on Form S-8 (Registration No. 333-48548)
filed with the SEC on October 25, 2000).