SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WEBSTER FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 06-1187536
(State of Incorporation (IRS Employer
or Organization) Identification Number)
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check
box. [X] the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, $0.01 Par New York Stock Exchange
Value Per Share
Rights to Purchase Series C New York Stock Exchange
Participating Preferred Stock,
$0.01 Par Value Per Share
Securities to be registered pursuant to Section 12(g) of the Act: Not
applicable.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this Item 1 is set forth under the
caption "Description of Capital Stock and Comparison of Shareholder Rights" in
Webster Financial Corporation's Registration Statement on Form S-4, as amended
(File No. 333-33228), which description is incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Second Restated Certificate of Incorporation of Webster
(incorporated by reference to Exhibit 3.1 to Webster's Form 10-K
filed with the SEC on March 29, 2000).
2. Certificate of Amendment (incorporated by reference to Exhibit
3.2 to Webster's Form 10-K filed with the SEC on March 29,
2000).
3. Bylaws of Webster, as amended (incorporated by reference to
Exhibit 3 to Webster's Form S-8 filed with the SEC on July 25,
2000).
4. Rights Agreement, dated as of February 5, 1996, between Webster
and Chemical Mellon Shareholder Services, L.L.C. (incorporated
by reference to Exhibit 1 to Webster's Current Report on Form
8-K filed with the SEC on February 12, 1996).
5. Amendment No. 1 to Rights Agreement, dated as of November 4,
1996, between Webster and ChaseMellon Shareholder Services,
L.L.C. (incorporated by reference to Webster's Current Report on
Form 8-K filed with the SEC on November 25, 1996).
6. Amendment No. 2 to Rights Agreement, dated as of October 30,
1998, between Webster and American Stock Transfer & Trust
Company (incorporated by reference to Exhibit 1 to Webster's
Current Report on Form 8-K filed with the SEC on October 30,
1998).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
WEBSTER FINANCIAL CORPORATION
Date: October 10, 2002 By:/s/ William J. Healy
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Name: William J. Healy
Title: Executive Vice President and Chief
Financial Officer
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