As filed with the Securities and Exchange Commission on August 3,
1995
Registration No. 33-__________
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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
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation of organization)
22-2477875
(I.R.S. Employer Identification No.)
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(Address, including zip code, of principal executive offices)
1986 STOCK OPTION AND INCENTIVE PLAN
(FOR VALLEY EMPLOYEES WHO WERE FORMER LAKELAND EMPLOYEES)
(Full title of the plan)
GERALD H. LIPKIN, CHAIRMAN & CEO
VALLEY NATIONAL BANCORP
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(201) 305-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
With a copy to:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-6300
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CALCULATION OF REGISTRATION FEE
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- ---------------------------------------------------------------------------------------
Title of Amount Proposed maximumProposed Amount of
securities to to be offering price aggregate registration
be registered registered<F1> per unit<F2> offering price<F2>fee
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Common Stock, 1,430 $7.16 $10,238.80 $100.00
No Par Value
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<FN>
<F1> This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares as may become
subject to options under the 1986 Stock Option and Incentive Plan 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 of 1933, as amended,
based on the average of the exercise price of the options exercisable for
the Common Stock pursuant to the Plan.
</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. Incorporation of Documents by Reference.
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, 1994.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995.
3. The Company's Current Reports on Form 8-K filed with
the Commission on February 2, 1995, March 2, 1995,
March 30, 1995, April 25, 1995, April 26, 1995 and July
11, 1995.
4. The description of the Company's common stock contained
in the Registration Statement on Form 8-A registering
the Company's common stock, including any amendment or
report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, 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 the Company provides that the corporation 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 the Company 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 the Company 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(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Radics & Co., LLC.
23(c) Consent of Pitney, Hardin, Kipp & Szuch (included
in Exhibit 5 hereto).
99 1986 Stock Option and Incentive 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 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 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.
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 Township of Wayne, State of New Jersey, on the
20th day of June, 1995.
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
-----------------------------
Chairman and 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
--------- ----- ----
GERALD H. LIPKIN Chairman of the Board, June 20, 1995
- ------------------------ Chief Executive Officer
Gerald H. Lipkin and Director
PETER SOUTHWAY President, Chief June 20, 1995
- ------------------------ Operating Officer
Peter Southway (Principal Financial
Officer) and Director
ALAN D. ESKOW Corporate Secretary and June 20, 1995
- ------------------------ Senior Vice President
Alan D. Eskow (Principal Accounting
Officer)
ANDREW B. ABRAMSON Director June 20, 1995
- ------------------------
Andrew B. Abramson
PAMELA BRONANDER Director June 20, 1995
- ------------------------
Pamela Bronander
JOSEPH COCCIA, JR. Director June 20, 1995
- ------------------------
Joseph Coccia, Jr.
AUSTIN C. DRUKKER Director June 20, 1995
- ------------------------
Austin C. Drukker
THOMAS P. INFUSINO Director June 20, 1995
- ------------------------
Thomas P. Infusino
GERALD KORDE Director June 20, 1995
- ------------------------
Gerald Korde
ROBERT L. MARCALUS Director June 20, 1995
- ------------------------
Robert L. Marcalus
ROBERT E. McENTEE Director June 20, 1995
- ------------------------
Robert E. McEntee
SAM P. PINYUH Director June 20, 1995
- ------------------------
Sam P. Pinyuh
ROBERT RACHESKY Director June 20, 1995
- ------------------------
Robert Rachesky
BARNETT RUKIN Director June 20, 1995
- ------------------------
Barnett Rukin
RICHARD F. TICE Director June 20, 1995
- ------------------------
Richard F. Tice
LEONARD VORCHEIMER Director June 20, 1995
- ------------------------
Leonard Vorcheimer
JOSEPH L. VOZZA Director June 20, 1995
- ------------------------
Joseph L. Vozza
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Radics & Co., LLC
23(c) Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5 hereto)
99 1986 Stock Option and Incentive Plan