AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2003
Registration No. 333-____________
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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
(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) 578-2476
(Address of Principal Executive Offices)
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WEBSTER BANK EMPLOYEE INVESTMENT PLAN
(Full Title of the Plan)
---------------------
William J. Healy
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 578-2476
(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 375,000 (1) $36.87 (2) $13,826,250 (2) $1,118.54
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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 April 25, 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 375,000 shares of Webster Financial
Corporation's common stock, par value $.01 per share to be issued pursuant to
the Webster Bank Employee Investment Plan ("401(k) Plan").
The contents of the Registration Statement on Form S-8 (No.
33-38286) relating to the 401(k) Plan filed with the Securities and Exchange
Commission on January 10, 1991 are incorporated by reference herein.
ITEM 8. EXHIBITS.
Exhibit
No. Exhibit
------- -------
4.1 Webster Bank Employee Investment Plan, as amended and restated
as of October 22, 2001.
4.2 Adoption Agreement, dated October 22, 2001.
4.3 Amendment No. 1 to the Plan, dated December 17, 2001.
4.4 Amendment No. 2 to the Plan, dated May 10, 2002.
4.5 Amendment No. 3 to the Plan, dated July 22, 2002.
4.6 Amendment No. 4 to the Plan, dated October 2, 2002.
4.7 Amendment No. 4(a) to the Plan, dated December 16, 2002.
4.8 Amendment No. 5 to the Plan, dated December 16, 2002.
4.9 Amendment No. 6 to the Plan, dated December 16, 2002.
4.10 Amendment No. 7 to the Plan, dated December 16, 2002.
4.11 Amendment No. 8 to the Plan, dated February 26, 2003.
4.12 Second Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Corporation's Annual Report on Form 10-K filed with
the SEC on March 29, 2000 and incorporated herein by reference).
4.13 Certificate of Amendment (filed as Exhibit 3.2 to the
Corporation's Annual Report on Form 10-K filed with the SEC on
March 29, 2000 and incorporated herein by reference).
4.14 Bylaws, as amended (filed as Exhibit 3 to the Corporation's
Registration Statement on Form S-8 filed with the SEC on July
25, 2000 and incorporated herein by reference).
5 IRS Determination Letter.
23 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
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 30th day
of April, 2003.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
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James C. Smith
Chairman and Chief Executive Officer
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.
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
------------------------------------------------
Joel S. Becker
/s/ William T. Bromage Director
------------------------------------------------
William T. Bromage
/s/ George T. Carpenter Director
------------------------------------------------
George T. Carpenter
3
/s/ John J. Crawford Director
------------------------------------------------
John J. Crawford
/s/ Robert A. Finkenzeller Director
------------------------------------------------
Robert A. Finkenzeller
Director
------------------------------------------------
Roger A. Gelfenbien
/s/ C. Michael Jacobi Director
------------------------------------------------
C. Michael Jacobi
/s/ Michael G. Morris Director
------------------------------------------------
Michael G. Morris
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
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 April 30, 2003.
WEBSTER BANK EMPLOYEE INVESTMENT PLAN
By: /s/ Patrick Murphy
---------------------------------
Name: Patrick Murphy
Title: Plan Administrator
4
EXHIBIT INDEX
Exhibit
No. Exhibit
--- -------
4.1 Webster Bank Employee Investment Plan, as amended and restated
as of October 22, 2001.
4.2 Adoption Agreement, dated October 22, 2001.
4.3 Amendment No. 1 to the Plan, dated December 17, 2001.
4.4 Amendment No. 2 to the Plan, dated May 10, 2002.
4.5 Amendment No. 3 to the Plan, dated July 22, 2002.
4.6 Amendment No. 4 to the Plan, dated October 2, 2002.
4.7 Amendment No. 4(a) to the Plan, dated December 16, 2002.
4.8 Amendment No. 5 to the Plan, dated December 16, 2002.
4.9 Amendment No. 6 to the Plan, dated December 16, 2002.
4.10 Amendment No. 7 to the Plan, dated December 16, 2002.
4.11 Amendment No. 8 to the Plan, dated February 26, 2003.
4.12 Second Restated Certificate of Incorporation (filed as Exhibit
3.1 to the Corporation's Annual Report on Form 10-K filed with
the SEC on March 29, 2000 and incorporated herein by reference).
4.13 Certificate of Amendment (filed as Exhibit 3.2 to the
Corporation's Annual Report on Form 10-K filed with the SEC on
March 29, 2000 and incorporated herein by reference).
4.14 Bylaws, as amended (filed as Exhibit 3 to the Corporation's
Registration Statement on Form S-8 filed with the SEC on July
25, 2000 and incorporated herein by reference).
5 IRS Determination Letter.
23 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).