Form 8K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 11, 2009

 

 

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   1-11277   22-2477875
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)

 

1455 Valley Road, Wayne, New Jersey   07470
(Address of Principal Executive Offices)   (Zip Code)

(973) 305-8800

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Valley National Bancorp (the “Corporation”) has declared a 5% stock dividend to be distributed to shareholders on May 22, 2009. Effective May 11, 2009, the Corporation amended Paragraph (A), Article V of its Restated Certificate of Incorporation to increase by 9,544,304 shares (5%) the total authorized capital stock of the Corporation to 230,430,392 shares, consisting of 200,430,392 shares of common stock and 30,000,000 shares of preferred stock which may be issued in one or more classes or series. The amendment is attached hereto as Exhibit (3)(i).

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit     
(3)(i)   Amendment to the Restated Certificate of Incorporation of Valley National Bancorp, dated May 11, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 13, 2009     VALLEY NATIONAL BANCORP
    By:   /s/ Alan D. Eskow
     

Alan D. Eskow

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

EXHIBIT INDEX

 

Exhibit No.   Title
(3)(i)   Amendment to the Restated Certificate of Incorporation of Valley National Bancorp, dated May 11, 2009.