As filed with the Securities and Exchange Commission on January 18, 2001
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
VALLEY NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
New Jersey 22-2477875
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1455 Valley Road
Wayne, New Jersey 07470
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(Address, including zip code of registrant's principal executive offices)
EMPLOYEE STOCK OPTION PLAN
(Formerly plan of Merchants New York Bancorp)
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(Full title of the Plan)
Gerald H. Lipkin,
Chairman, President and
Chief Executive Officer
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
(973) 305-8800
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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With a Copy to:
Michael W. Zelenty, Esq.
Pitney, Hardin, Kipp & Szuch, LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-8263
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered (1) per share (2) Price (2) Registration fee
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Common Stock, no par 78,502 shares $29.19 $2,291,473.38 $572.87
value
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(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated above, such indeterminable number of shares of Common
Stock as may become subject to the Plan as a result of the anti-dilution
provisions thereof.
(2) Estimated in accordance with Rule 457(h)(1) solely for purposes of
calculating the registration fee based upon the average of the high and low
sales price of the Common Stock on the NYSE on January 16, 2001 as reported in
The Wall Street Journal.
PART I
INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
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Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information
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Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
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The following documents filed by Valley National Bancorp (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999.
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000.
3. The Company's Current Reports on Form 8-K filed with the Commission on
April 7, May 31, July 7, September 21, October 20, and December 1,
2000.
4. The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed by the Company pursuant to
Section 12 of the Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, hereby
are incorporated herein by reference and shall be deemed a part hereof from the
date of filing of such documents.
ITEM 4 Description of Securities
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Not applicable.
ITEM 5 Interests of Named Experts and Counsel
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Certain legal matters relating to the issuance of the shares of the
Company's Common Stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch, LLP, counsel to the Company. Attorneys in the law firm of Pitney,
Hardin, Kipp & Szuch, LLP beneficially own 7,894 shares of the Company's
Common Stock as of January 17, 2001.
The consolidated financial statements of the Company as of December 31,
1999 and 1998 and for each of the years in the three year period ended December
31, 1999 incorporated by reference herein, have been audited by KPMG LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing.
ITEM 6 Indemnification of Directors and Officers
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Indemnification. Article VI of Valley's certificate of
incorporation provides that Valley shall indemnify its present and former
officers, directors, employees, and agents and persons serving at its request
against expenses, including attorney's fees, judgments, fines or amounts paid in
settlement, incurred in connection with any pending or threatened civil or
criminal proceeding to the full extent permitted by the New Jersey Business
Corporation Act. The Article also provides that such indemnification shall not
exclude any other rights to indemnification to which a person may otherwise be
entitled, and authorizes Valley to purchase insurance on behalf of any of the
persons enumerated against any liability whether or not Valley would have the
power to indemnify him under the provisions of Article VI.
The New Jersey Business Corporation Act empowers a corporation
to indemnify a corporate agent against his expenses and liabilities incurred in
connection with any proceeding (other than a derivative lawsuit) involving the
corporate agent by reason of his being or having been a corporate agent if (a)
the agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and (b) with respect to
any criminal proceeding, the corporate agent had no reasonable cause to believe
his conduct was unlawful. For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or agent of the
corporation, and a person serving as a "corporate agent" at the request of the
corporation for any other enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses (but not his
liabilities) incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the agent acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. However, only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate agent
against expenses with respect to any claim, issue or matter as to which the
agent was adjudged liable for negligence or misconduct.
The corporation may indemnify a corporate agent in a specific
case if a determination is made by any of the following that the applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority vote of a quorum consisting of disinterested directors;
(ii) by independent legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make the
determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to
the extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay the expenses unless it is ultimately determined he is entitled to
indemnification.
Exculpation. Article VII of Valley's certificate of
incorporation provides:
A director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or its
shareholders, except that this provision shall not relieve a
director or officer from liability for any breach of duty
based upon an act or omission (i) in breach of such person's
duty of loyalty to the Corporation or its shareholders, (ii)
not in good faith or involving a knowing violation of law, or
(iii) resulting in receipt by such person of an improper
personal benefit. If the New Jersey Business Corporation Act
is amended after approval by the shareholders of this
provision to authorize corporate action further eliminating or
limiting the personal liability of directors or officers, then
the liability of a director and/or officer of the Corporation
shall be eliminated or limited to the fullest extent permitted
by the New Jersey Business Corporation Act as so amended.
Any repeal or modification of the foregoing paragraph
by the shareholders of the Corporation or otherwise shall not
adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such repeal
or modification.
The New Jersey Business Corporation Act, as it affects
exculpation, has not been changed since the adoption of this provision by Valley
in 1987.
ITEM 7 Exemption from Registration Claimed
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Not applicable.
ITEM 8 Exhibits
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Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP
regarding legality of securities
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch, LLP
(contained in the opinion included as Exhibit 5)
ITEM 9 Undertakings
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1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant'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 Act of 1934) that is incorporated by reference in
this 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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, the registrant 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 Act
and will be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Township of Wayne, State of New Jersey, on January 18, 2001.
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By: ____________________________________
Gerald H. Lipkin
Chairman, President
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 dates indicated.
Signature Title Date
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GERALD H. LIPKIN
- -------------------------------------------- Chairman, President and Chief
Gerald H. Lipkin Executive Officer and Director January 18, 2001
PETER SOUTHWAY Vice Chairman (Principal Financial January 18, 2001
- ------------------------------------------- Officer) and Director
Peter Southway
ALAN D. ESKOW Executive Vice President and Chief January 18, 2001
- ------------------------------------------- Financial Officer
Alan D. Eskow (Principal Accounting Officer)
Director January 18, 2001
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Andrew B. Abramson
Director January 18, 2001
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Pamela Bronander
JOSEPH COCCIA, JR. Director January 18, 2001
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Joseph Coccia, Jr.
HAROLD P. COOK Director January 18, 2001
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Harold P. Cook, III
AUSTIN C. DRUKKER
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Austin C. Drukker Director January 18, 2001
GRAHAM O. JONES
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Graham O. Jones Director January 18, 2001
WALTER H. JONES Director January 18, 2001
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Walter H. Jones, III
GERALD KORDE Director January 18, 2001
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Gerald Korde
JOLEEN MARTIN Director January 18, 2001
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Joleen Martin
ROBERT E. McENTEE Director January 18, 2001
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Robert E. McEntee
RICHARD S. MILLER Director January 18, 2001
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Richard S. Miller
ROBERT RACHESKY Director January 18, 2001
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Robert Rachesky
BARNETT RUKIN Director January 18, 2001
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Barnett Rukin
RICHARD F. TICE Director January 18, 2001
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Richard F. Tice
LEONARD J. VORCHEIMER Director January 18, 2001
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Leonard J. Vorcheimer
JOSEPH L. VOZZA Director January 18, 2001
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Joseph L. Vozza
INDEX TO EXHIBITS
Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP regarding
legality of securities
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch, LLP
(contained in the opinion included as Exhibit 5)