As filed with the Securities and Exchange Commission on August 8, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its governing instrument)
DELAWARE 06-1187536
(State of Organization) (I.R.S. Employer Identification Number)
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(Address of principal executive offices)
WILLIAM J. HEALY
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
WEBSTER FINANCIAL CORPORATION
145 BANK STREET
WATERBURY, CT 06702
(203) 578-2335
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Copies to:
STUART G. STEIN, ESQ.
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|___________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
OF SECURITIES BEING REGISTERED REGISTERED COMMON SHARE (1) PRICE (1) (1)
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Common Stock, $0.01 par value per share 20,756 $35.65 $739,951 $184.99
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low reported
sales prices on the Nasdaq National Market Tier on August 3, 2001.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PROSPECTUS
20,756 SHARES
WEBSTER FINANCIAL CORPORATION
WATERBURY, CONNECTICUT 06702
(203) 753-2921
COMMON STOCK
The selling shareholders named in this prospectus may offer and sell up
to 20,756 shares of Webster common stock. Webster issued the shares of common
stock to the selling shareholders in connection with its acquisitions of Benefit
Plans Design & Administration, Inc. and Wolff Zackin & Associates, Inc., and
Webster is registering the resale of the offered shares as required by the terms
its agreements with the selling shareholders.
The selling shareholders may offer and sell their shares from time to
time on the Nasdaq Stock Market or in private transactions at prevailing market
prices or at privately negotiated prices. The registration statement of the
offered shares does not necessarily mean that the shares will be offered or sold
by the selling shareholders. Although Webster will incur expenses of
approximately $10,200 in connection with registering the shares, Webster will
not receive any of the proceeds from a sale of the shares by the selling
shareholders. The selling shareholders, however, are responsible for their own
brokerage commissions and similar expenses.
Webster common stock is listed on the Nasdaq Stock Market National
Market under the symbol "WBST." On August 7, 2001, the last reported sale price
of Webster common stock on Nasdaq was $36.06 per share.
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INVESTING IN WEBSTER FINANCIAL CORPORATION STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 BEFORE PURCHASING THE COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS
AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENT AGENCY.
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The selling shareholders may from time to time offer and sell all or a
portion of the offered shares in transactions on Nasdaq or any other national
securities exchange or quotation service on which the offered shares are listed
or quoted at the time of the sale, in the over-the-counter market, in negotiated
transactions or otherwise, at prices then prevailing or related to the
then-current market price or at negotiated prices. The offered shares may be
sold directly or through agents or broker-dealers acting as principal or agent,
or in block trades or pursuant to a distribution by one or more underwriters on
a firm commitment or best-efforts basis. To the extent required, the names of
any agents or broker-dealers and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in this prospectus under the caption "Plan of Distribution" or in any
accompanying prospectus supplement. The selling shareholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling shareholders and any
agents or broker-dealers participating in the distribution of the offered shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any profit on the sale of offered shares by the selling shareholders
and any commissions received by any agents or broker-dealers may be deemed to be
underwriting commissions or discounts under the Securities Act.
The date of this prospectus is August 8, 2001.
RISK FACTORS
An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment in our common stock, you should read
this entire prospectus, including the following risk factors.
OUR BUSINESS STRATEGY OF GROWTH THROUGH ACQUISITIONS COULD HAVE AN IMPACT ON OUR
EARNINGS AND RESULTS OF OPERATIONS THAT MAY NEGATIVELY IMPACT THE VALUE OF YOUR
STOCK
Although our business strategy emphasizes internal expansion combined
with acquisitions, there can be no assurance that, in the future, we will
successfully identify suitable acquisition candidates, complete acquisitions,
successfully integrate acquired operations into our existing operations or
expand into new markets. Further, there can be no assurance that acquisitions
will not have an adverse effect upon our operating results while the operations
of the acquired businesses are being integrated into our operations. In
addition, once integrated, acquired operations may not achieve levels of
profitability comparable to those achieved by our existing operations, or
otherwise perform as expected. Further, transaction-related expenses may
adversely effect our earnings. These adverse effects on our earnings and results
of operations may have a negative impact on the value of your stock.
CHANGES IN INTEREST RATES COULD IMPACT OUR EARNINGS AND RESULTS OF OPERATIONS
WHICH COULD NEGATIVELY IMPACT THE VALUE OF YOUR STOCK
Our consolidated results of operations depend to a large extent on the
level of our net interest income, which is the difference between interest
income from interest-earning assets, such as loans and investments, and interest
expense on interest-bearing liabilities, such as deposits and borrowings. If
interest-rate fluctuations cause the cost of interest-bearing liabilities to
increase faster than the yield on interest-earning assets, Webster's net
interest income will decrease. If the cost of interest-bearing liabilities
declines faster than the yield on interest earning assets, Webster's net
interest income will increase.
Webster measures its interest-rate risk using simulation analyses with
particular emphasis on measuring changes in the market value of portfolio equity
and changes in net interest income in different interest-rate environments. The
simulation analyses incorporate assumptions about balance sheet changes, such as
asset and liability growth, loan and deposit pricing and changes due to the mix
and maturity of such assets and liabilities. Other key assumptions relate to the
behavior of interest rates and spreads, prepayments of loans and the run-off of
deposits. These assumptions are inherently uncertain and, as a result, the
simulation analyses cannot precisely estimate the impact that higher or lower
rate environments will have on net interest income. Actual results will differ
from simulated results due to timing, magnitude and frequency of interest rate
changes, changes in cash flow patterns and market conditions, as well as changes
in management's strategies.
Based on Webster's asset/liability mix at March 31, 2001, the
simulation analysis of the effects of changing interest rates projected that an
instantaneous 100 basis point increase in interest rates would decrease
Webster's net interest income for the following twelve months by approximately
$82.3 million or 0.77% and an instantaneous 100 basis point decrease would
increase Webster's net interest income for the following twelve months by $19.7
million or 0.18%. Based on the asset-liability mix at such date, management
believes that the interest risk is reasonable.
While Webster uses various monitors of interest-rate risk, Webster is
unable to predict future fluctuations in interest rates or the specific impact
thereof. The market values of most of our financial assets are sensitive to
fluctuations in market interest rates. Fixed-rate investments, mortgage-backed
securities and mortgage loans typically decline in value as interest rates rise.
Prepayments on mortgage-backed securities may adversely affect the value of such
securities and the interest income generated by them.
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Changes in interest rates can also affect the amount of loans that we
originate, as well as the value of our loans and other interest-earning assets
and our ability to realize gains on the sale of such assets and liabilities.
Prevailing interest rates also affect the extent to which our borrowers prepay
their loans. When interest rates increase, borrowers are less likely to prepay
their loans, and when interest rates decrease, borrowers are more likely to
prepay loans. Funds generated by prepayments might be invested at a less
favorable interest rate. Prepayments may adversely affect the value of mortgage
loans, the levels of such assets that we retain in our portfolio, net interest
income and loan servicing income.
Increases in interest rates might cause depositors to shift funds from
accounts that have a comparatively lower cost, such as regular savings accounts,
to accounts with a higher cost, such as certificates of deposit. If the cost of
interest-bearing deposits increases at a rate greater than the yields on
interest-earning assets increase, the net interest income will be negatively
affected. Changes in the asset and liability mix may also affect the net
interest income.
WE MAY NOT PAY YOU DIVIDENDS IF WE ARE NOT ABLE TO RECEIVE DIVIDENDS FROM OUR
SUBSIDIARY WEBSTER BANK
Cash dividends from Webster Bank and our liquid assets are our
principal sources of funds for paying cash dividends on our common stock. Unless
we receive dividends from Webster Bank or choose to use our liquid assets, we
may not be able to pay dividends. Webster Bank's ability to pay us dividends is
subject to its ability to earn net income and to meet certain regulatory
requirements.
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FORWARD LOOKING STATEMENTS IN THIS PROSPECTUS
We have made forward-looking statements in this document, and in
documents that we incorporate by reference. These kinds of statements are
subject to risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of our operations.
Words such as believes, expects, anticipates or similar expressions, indicate
forward-looking statements.
You should note that many factors, some of which are discussed
elsewhere in this document and in the documents that we incorporate by
reference, could affect our future financial results and could cause those
results to differ materially from those expressed in our forward-looking
statements. These factors include the following:
o the effect of economic conditions;
o inability to realize expected cost savings in connection with
business combinations and other acquisitions;
o higher than expected costs related to integration of combined or
merged businesses;
o deposit attrition;
o adverse changes in interest rates;
o change in any applicable law, rule, regulation or practice with
respect to tax or accounting issues or otherwise; and
o adverse changes or conditions in capital or financial markets.
The forward-looking statements are made as of the date of this
prospectus, and we assume no obligation to update the forward-looking statements
or to update the reasons why actual results could differ from those projected in
the forward-looking statements.
ABOUT WEBSTER FINANCIAL CORPORATION
Webster, through its subsidiaries, Webster Bank, Damman Associates,
Inc. and Webster D&P Holdings, Inc., delivers financial services to individuals,
families and businesses primarily in Connecticut and financial advisory
services to public and private companies throughout the United States. Webster
provides business and consumer banking, mortgage lending, trust and investment
services and insurance services through over 100 banking offices and other
offices, over 210 ATM's and the internet (www.websterbank.com). Webster's online
mortgage subsidiary Nowlending, LLC, at www.nowlending.com originates
residential mortgages throughout the United States.
At March 31, 2001, we had total consolidated assets of approximately
$11.7 billion, total deposits of approximately $6.9 billion and stockholders'
equity of approximately $925 million or 7.9% of total assets.
Our principal executive office is located at 145 Bank Street,
Waterbury, Connecticut 06702, and our telephone number is (203) 753-2921.
Webster Bank maintains a home page on the Internet at
http://www.websterbank.com.
NO PROCEEDS TO THE COMPANY
Webster will not receive any of the proceeds from sales of shares by
the selling shareholders. Most of the costs and expenses incurred in connection
with the registration under the Securities Act
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of the offered shares will be paid by Webster. The selling shareholders will pay
any brokerage fees and commissions, fees and disbursements of legal counsel for
the selling shareholder and share transfer and other taxes attributable to the
sale of the offered shares.
SELLING SHAREHOLDERS
On April 5, 2001, Webster acquired Benefit Plans Design &
Administration, Inc. ("Benefit Plans") and Wolff Zackin & Associates, Inc.
("Wolff Zackin"). As part of these acquisitions, Webster issued 20,756 shares of
its common stock to former stockholders of Benefit Plans and Wolff Zackin in
exchange for their shares of common stock of Benefit Plans and Wolff Zackin in
private placement transactions exempt from registration under the Securities
Act. Webster has registered all of the 20,756 shares under the Securities Act
pursuant to the terms of the acquisition agreement.
The selling shareholders received the offered shares in private
placement transactions. Since the selling shareholders may sell all, some or
none of their shares, Webster cannot estimate the number of shares that will be
sold by the selling shareholders or that will be owned by the selling
shareholders upon completion of the offering. The offered shares represent
approximately .00042% of the total number of shares of Webster's common stock
outstanding as of August 7, 2001.
Name of Selling Stockholder Number of Shares Owned Number of Shares Offered
--------------------------- ---------------------- ------------------------
James Black 1,774 1,774
Robert Tedoldi 3,691 3,548
Adella Leone Ugolik 1,774 1,774
Kimberly Quigley 887 887
Ronald Hrubala 4,308 3,548
Gregory Wolff 3,548 3,548
John Smith 3,548 3,548
Kenneth Rabinowitz 1,774 1,774
Joseph Fiore 355 355
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TOTAL: 21,659 20,756
PLAN OF DISTRIBUTION
The selling shareholders may offer all or part of their shares of
common stock from time to time in transactions on the Nasdaq Stock Market, in
privately negotiated transactions, through the writing of options on the common
stock or a combination of such methods of sale. The shares of common stock may
be offered at fixed prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the shares may be sold or distributed
may include, but are not limited to, the following:
o a cross or block trade in which the broker-dealer engaged by the
selling shareholder will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of the NASD;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
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o short sales or borrowings, returns and reborrowings of the shares
pursuant to stock loan agreements to settle short sales;
o delivery in connection with the issuance of securities by issuers,
other than us, that are exchangeable for, whether on an optional
or mandatory basis, or payable in, such shares, whether such
securities are listed on a national securities exchange or
otherwise, or pursuant to which such shares may be distributed;
and
o underwritten transactions.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders or from the purchasers in amounts to be negotiated immediately
prior to the sale. The selling stockholders may also sell such shares in
accordance with Rule 144 under the Securities Act. If the shares are sold in an
underwritten offering, then the shares may be acquired by the underwriters for
their own account and may be further resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The names of the
underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a prospectus supplement relating to
such offering. Any public offering price and any discounts, concessions or
commissions allowed or reallowed or paid to broker-dealers may be changed from
time to time. Unless otherwise set forth in a prospectus supplement, the
obligations of the underwriters to purchase the shares will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the shares specified in such prospectus supplement if any such shares are
purchased. This prospectus also may be used by donees of the selling
stockholders or by other persons acquiring shares of the common stock, including
brokers who borrow the shares to settle short sales of shares of the common
stock and who wish to offer and sell such shares under circumstances requiring
or making use of the prospectus desirable.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts, calls and other transactions in securities of
us or derivatives thereof, and may sell and deliver shares of common stock in
connection therewith. From time to time the selling stockholders may also pledge
their shares of common stock pursuant to the margin provisions of their
respective customer agreements with their respective brokers or otherwise. Upon
a default by a selling stockholder, the broker or pledgees may offer and sell
the pledged shares of common stock from time to time.
The selling stockholders and any broker-dealers who act in connection
with the sale of the shares of common stock offered pursuant to this prospectus
may be deemed to be "underwriters" as that term is defined in the Securities
Act, and any commissions received by them and profit on any resale of the common
stock as principal might be deemed to be underwriting discounts and commissions
under the Securities Act.
Webster has agreed to pay all expenses in connection with the
registration under the Securities Act of the offered shares, including:
o all registration and filing fees,
o printing expenses, and
o fees and disbursements of counsel and accountants for Webster.
The selling shareholders, however, are responsible for their own brokerage
commissions and similar expenses.
-6-
The selling shareholders will pay any brokerage fees and commissions,
fees and disbursements of legal counsel for the selling shareholders and stock
transfer and other taxes attributable to the sale of the offered shares. Webster
also has agreed to indemnify each of the selling shareholders and their
respective officers, directors and trustees and each person who controls, within
the meaning of the Securities Act, against losses, claims, damages, liabilities
and expenses arising under the securities laws in connection with this offering.
The selling shareholders have agreed to indemnify Webster, its officers and each
person who controls, within the meaning of the Securities Act, against any
losses, claims, damages, liabilities and expenses arising under the securities
laws in connection with this offering with respect to written information
furnished Webster by the selling shareholders.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
materials we file with the SEC at the Public Reference Room of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, we file many of our documents
electronically with the SEC, and you may access those documents over the
Internet. The SEC maintains a "web site" that contains reports, proxy and
information statements and other information regarding issuers that file
electronically at "http://www.sec.gov."
Webster common stock is quoted on the Nasdaq Stock Market's National
Market Tier under the symbol "WBST." You can inspect any reports, proxy
statements and other information Webster files with Nasdaq at the offices of
Nasdaq, 9801 Washingtonian Boulevard, Gaithersburg, MD 20878.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows Webster to "incorporate by reference" information into
this prospectus. That means that Webster can disclose important information to
you by referring you to another document filed separately with the SEC. The
information that Webster incorporates by reference is considered a part of this
prospectus, except for any information superseded by information presented in
this prospectus. This prospectus incorporates important business and financial
information about us and our subsidiaries that is not included in or delivered
with this prospectus. This prospectus incorporates by reference the documents
listed below that Webster has filed with the SEC:
FILINGS PERIOD OF REPORT OR DATE FILED
------- ------------------------------
o Annual Report on Form 10-K Year ended December 31, 2000
o Quarterly Report on Form 10-Q Quarter ended March 31, 2001
o Current Report on Form 8-K Filed February 6, 2001
o For a description of Webster common stock
o Form 8-A Filed December 2, 1986
o Current Report on Form 8-K Filed October 30, 1998
o Current Report on Form 8-K Filed November 25, 1996
o Current Report on Form 8-K Filed February 12, 1996
These documents are available without charge to you if you call or
write to James M. Sitro, Senior Vice President, Webster Financial Corporation,
Webster Plaza, Waterbury, Connecticut 06702, or telephone (203) 578-2399.
All reports and other documents filed with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date
of the registration statement and prior to
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the termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated by reference
herein shall be deemed modified or superseded for purposes of this prospectus to
the extent that a statement contained or incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. Webster has not authorized anyone
to provide you with information that is different, and, if given or made, such
information must be not be relied upon as having been authorized by us. Neither
the delivery of this prospectus at any time nor any sale made hereunder shall,
under any circumstances, imply that the information in this prospectus is
correct as of any date after the date on the front of this prospectus. This
prospectus shall not constitute an offer to sell or a solicitation of an offer
to buy by any person in any jurisdiction in which it is unlawful for such person
to make such offer or solicitation.
LEGAL MATTERS
Hogan & Hartson L.L.P., Washington, D.C. has passed upon the validity
of the common stock offered pursuant to this prospectus.
EXPERTS
The consolidated financial statements of Webster as of December 31,
2000 and 1999 and for each of the years in the three-year period ended December
31, 2000 have been incorporated by reference in this prospectus and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, which is incorporated by reference in this
prospectus and in the registration statement and upon the authority of said firm
as experts in accounting and auditing.
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================================================== ======================================================
20,756 SHARES
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS WEBSTER FINANCIAL
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE CORPORATION
ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED
BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH COMMON STOCK
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY WEBSTER OR THE
SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
ANY OFFER TO BUY, THE OFFERED SHARES, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT
IS UNLAWFUL TO MAKE ANY SUCH OFFER OR ------------------------------------------------------
SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER PROSPECTUS
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN ------------------------------------------------------
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF WEBSTER SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
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Risk Factors................................. 2
Forward-Looking Statements in This
Prospectus.............................. 4 AUGUST 8, 2001
About Webster Financial Corporation.......... 4
No Proceeds to the Company................... 4
Selling Shareholders......................... 5
Plan of Distribution......................... 5
Where You Can Find More Information.......... 7
Incorporation of Certain Documents by
Reference .............................. 7
Legal Matters................................ 8
Experts...................................... 8
================================================== ======================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The following table sets forth the estimated fees and expenses payable
by Webster in connection with the issuance and distribution of the securities
being registered:
Registration Fee............................................ $ 200
Printing and Duplicating Expenses........................... 500
Legal Fees and Expenses..................................... 5,000
Blue Sky Fees............................................... 500
Accounting Fees and Expenses................................ 3,500
Miscellaneous............................................... 500
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Total................................................... $ 10,200
==========
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Reference is made to the provisions of Article 6 of Webster's
certificate of incorporation, and the provisions of Article IX of the 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.
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 shall 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 shall be made against expenses in respect of any claim, issue,
or matter as to
II-1
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.
Article 6 of Webster's restated certificate of incorporation provides
that no director will be personally liable to Webster or its shareholders for
monetary damages for breach of fiduciary duty as a director other than liability
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, for any payment of a
dividend or approval of a stock repurchase that is illegal under Section 174 of
the Delaware Corporation Law, or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Webster pursuant to the foregoing provisions, or otherwise, Webster has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Webster of
expenses incurred or paid by a director, officer or controlling person of
Webster 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, Webster 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 of 1933 and will be
governed by the final adjudication of such issue.
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ITEM 16. EXHIBITS
--------
The following Exhibits are filed herewith or incorporated herein by
reference:
EXHIBIT
NO. DESCRIPTION
4.1 Second Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 and incorporated herein by
reference).
4.2 Certificate of Amendment to the Second Restated Certificate of Incorporation (filed as Exhibit
3.2 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
and incorporated herein by reference).
4.3 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).
4.4 Specimen common stock certificate for Webster's common stock (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).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the shares being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
-------------------------
ITEM 17. UNDERTAKINGS.
-------------
(a) Webster hereby undertakes:
(1) 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 of 1933;
(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 the 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 Securities and
Exchange Commission pursuant to Rule 424(b)
(ss. 230.424(b) of this chapter) 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 the 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.
II-3
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(3) 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.
(b) Webster hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Webster's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange
Act of 1934) 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.
(c) Webster hereby undertakes as follows: that prior to any public
reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), Webster
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.
(d) Webster undertakes that every prospectus (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the
Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a
part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act
of 1933, 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.
(e) The undertaking concerning indemnification is included as part
of the response to Item 20.
(f) Webster hereby undertakes to respond to requests for
information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(g) Webster hereby undertakes to supply by means of a
post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration
Statement when it became effective.
II-4
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Waterbury, Connecticut, on August 8, 2001.
WEBSTER FINANCIAL CORPORATION
(Registrant)
By:
/s/ James C. Smith
------------------------------------
James C. Smith
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby constitutes and
appoints James C. Smith and Harriet M. Wolfe, and each and either of them, such
individual's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign a registration statement on
Form S-3 with the U.S. Securities and Exchange Commission (the "SEC") in
connection with the transactions between Webster Financial Corporation and
Benefit Plans Design & Administration, Inc. and Wolff Zackin & Associates, Inc.,
or any registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, including, without
limitation, any and all amendments thereto, and to file the same with the SEC,
with all exhibits thereto and other documents in connection therewith, 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 to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or either of them or any substitute
therefor, 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 on the 8th day of August, 2001.
/s/ James C. Smith Chairman and Chief Executive Officer
----------------------------------------------- (Principal Executive Officer) and Director
James C. Smith
/s/ William J. Healy Executive Vice President and Chief Financial
----------------------------------------------- Officer (Principal Financial Officer)
William J. Healy
/s/ Achille A. Apicella* Director
-----------------------------------------------
Achille A. Apicella
II-5
/s/ Joel S. Becker* Director
-----------------------------------------------
Joel S. Becker
/s/ O. Joseph Bizzozero, Jr.* Director
-----------------------------------------------
O. Joseph Bizzozero, Jr.
/s/ William T. Bromage* Director
-----------------------------------------------
William T. Bromage
/s/ George T. Carpenter* Director
-----------------------------------------------
George T. Carpenter
/s/ John J. Crawford* Director
-----------------------------------------------
John J. Crawford
/s/ Robert A. Finkenzeller* Director
-----------------------------------------------
Robert A. Finkenzeller
/s/ Edgar C. Gerwig* Director
-----------------------------------------------
Edgar C. Gerwig
Director
/s/ C. Michael Jacobi*
-----------------------------------------------
C. Michael Jacobi
/s/ John F. McCarthy*
----------------------------------------------- Director
John F. McCarthy
/s/ Michael G. Morris* Director
-----------------------------------------------
Michael G. Morris
-----------------------------------------------
Marguerite F. Waite Director
*By Power of Attorney
/s/ James C. Smith
-------------------------------- ---------------
James C. Smith
II-6
===================================== =======================================
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
4.1 Second Restated Certificate of Incorporation (filed as Exhibit 3.1 to
the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 and incorporated herein by reference).
4.2 Certificate of Amendment to the Second Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 and
incorporated herein by reference).
4.3 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).
4.4 Specimen common stock certificate for Webster's common stock (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).
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the shares
being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
------------------
II-7