As filed with the Securities and Exchange Commission on December
19, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VALLEY NATIONAL BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW JERSEY
(STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
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22-2477875
(I.R.S. EMPLOYER IDENTIFICATION NO.)
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1445 VALLEY ROAD
WAYNE, NEW JERSEY 07470
201-305-8800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1983 INCENTIVE STOCK OPTION PLAN
1991 INCENTIVE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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GERALD H. LIPKIN, CHAIRMAN & CEO
VALLEY NATIONAL BANCORP
1445 VALLEY ROAD
WAYNE, NEW JERSEY 07470
201-305-8800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH A COPY TO:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-8263
CALCULATION OF REGISTRATION FEE
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Title of
each class
class of
secu- Proposed Proposed
rities Amount maximum maximum
to be to be offering aggregate Amount of
regis- regis- price offering registration
tered tered<F1> per unit<F2> price<F2> fee
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Common
Stock,
No Par
Value 24,250 $15.35 $372,164 $128
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<FN>
<F1> This Registration Statement covers, in addition to the
number of share of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the 1983
Incentive Stock Option Plan and the 1991 Incentive Stock Option
Plan (collectively, the "Plans") as a result of the anti-dilution
provisions thereof.
<F2> Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) under the Securities
Act based on the average of the exercise price of the options
exercisable for Registrant's common stock pursuant to the Plans.
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1 PLAN INFORMATION
Not filed with this Registration Statement.
ITEM 2 REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Valley National Bancorp
(the "Company") with the Securities and Exchange 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, 1993.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994.
3. The Company's Current Reports on Form 8-K dated March
25, 1994, July 11, 1994, August 30, 1994, October 19,
1994, October 31, 1994, November 16, 1994 and December
5, 1994.
4. The description of the Company's Common Stock contained
in its current report on Form 8-A, and all subsequent
amendments and reports that are filed updating that
description.
All documents filed by the Company pursuant to Sections
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
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION. Article VI of the certificate of
incorporation of Valley National Bancorp provides that the corpo-
ration 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 the corporation to purchase
insurance on behalf of any of the persons enumerated against any
liability whether or not the corporation 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 VIII of the certificate of incorpo-
ration of Valley National Bancorp 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 National Bancorp in 1987.
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto).
99.1 1991 Incentive Stock Option Plan.
99.2 1983 Incentive Stock Option Plan.
ITEM 9 UNDERTAKINGS
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:
(i) 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 purposes of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new regis-
tration 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 regis-
tered which remain unsold at the termination of the
offering.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securi-
ties 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 that is
incorporated by reference in this Registration
Statement shall be deeded 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Town of Wayne, State of New Jersey, on the
13th day of December, 1994.
VALLEY NATIONAL BANCORP
By: /s/ GERALD H. LIPKIN
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ GERALD H. LIPKIN Chairman of the December 13, 1994
- ------------------------ Board and Director
Gerald H. Lipkin (Chief Executive
Officer)
/s/ PETER SOUTHWAY President and December 13, 1994
- ------------------------ Chief Operating
Peter Southway Officer (Princi-
pal Financial
Officer and
Director
/s/ ALAN D. ESKOW Corporate Secre- December 13, 1994
- ------------------------ tary and Senior
Alan D. Eskow Vice President
(Principal
Accounting
Officer)
/s/ PAMELA BRONANDER Director December 13, 1994
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Pamela Bronander
/s/ JOSEPH COCCIA, JR. Director December 13, 1994
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Joseph Coccia, Jr.
/s/ AUSTON C. DRUKKER Director December 13, 1994
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Austin C. Drukker
/s/ THOMAS P. INFUSINO Director December 13, 1994
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Thomas P. Infusino
/s/ GERALD KORDE Director December 13, 1994
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Gerald Korde
/s/ ROBERT L. MARCALUS Director December 13, 1994
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Robert L. Marcalus
Director December 13, 1994
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Robert E. McEntee
/s/ SAM P. PINYUH Director December 13, 1994
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Sam P. Pinyuh
/s/ RUBIN RABINOWITZ Director December 13, 1994
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Rubin Rabinowitz
/s/ ROBERT RACHESKY Director December 13, 1994
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Robert Rachesky
/s/ BARNETT RUKIN Director December 13, 1994
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Barnett Rukin
/s/ RICHARD F. TICE Director December 13, 1994
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Richard F. Tice
/s/ LEONARD J. Director December 13, 1994
VORCHEIMER
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Leonard J. Vorcheimer
/s/ JOSEPH L. VOZZA Director December 13, 1994
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Joseph L. Vozza
/s/ ANDREW ABRAMSON Director December 13, 1994
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Andrew Abramson
INDEX TO EXHIBITS
Exhibit 5
Opinion of Pitney, Hardin, Kipp & Szuch
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
Exhibit 23.2
Consent of Pitney, Hardin, Kipp & Szuch (included in
Exhibit 5 hereto)
Exhibit 99.1
1991 Incentive Stock Option Plan
Exhibit 99.2
1983 Incentive Stock Option Plan