As filed with the Securities and Exchange Commission on May 4, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 registrant's principal executive offices)
VALLEY NATIONAL BANK SAVINGS AND INVESTMENT PLAN
(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
(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
(973) 966-8263
CALCULATION OF REGISTRATION FEE
================================================================================
Title of each class of Amount to be Proposed maximum offering
securities to be registered (1) price per share (2)
registered
Common Stock, no par 2,000,000 Shares* $29.03125
value
========================= ==================== =================================
============================== ================
Proposed maximum aggregate Amount of
offering price (2) registration
fee
$58,062,500 $16,141
============================== ================
(1) Estimated solely to calculate the registration fee, based upon the
registrant's current estimate of shares of common stock issuable pursuant
to the Valley National Bank Savings and Investment Plan. Under Securities
Act Rule 416, this registration statement also covers an indeterminate
amount of (a) additional shares of common stock that may be issuable
pursuant to anti-dilution provisions of the plan, and (b) interests to be
offered or sold pursuant to the plan.
(2) Estimated solely to calculate the registration fee, in accordance with
Securities Act Rules 457(c) and 457(h), based on the average high and low
prices of the registrant's common stock as reported on the New York Stock
Exchange on April 30, 1999.
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 ("Valley")
with the Commission are incorporated by reference in this Registration
Statement:
1. Valley's Annual Report on Form 10-K for the year ended December
31, 1998.
2. The Annual Report on Form 11-K of the Valley National Bank
Savings and Investment Plan (the "Plan"), filed on June 29,
1998, for the year ended December 31, 1997.
3. Valley's Current Report on Form 8-K, filed on April 9, 1999.
4. The Description of the Registrant's Common Stock contained in
the Form 8-A filed by Valley pursuant to Section 12(g) of the
Securities Exchange Act.
In addition all documents filed by Valley or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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.
Certain legal matters relating to the issuance of the shares of
Valley's common stock offered hereby have been passed upon by Pitney, Hardin,
Kipp & Szuch, counsel to Valley. Attorneys in the firm of Pitney, Hardin, Kipp &
Szuch beneficially own approximately 6878 shares of Valley common stock as of
April 21, 1999.
ITEM 6. Indemnification of Directors and Officers.
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 VIII 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.
Not applicable.
ITEM 8. Exhibits.
(a) 5 Opinion of Pitney, Hardin, Kipp & Szuch, as to
the legality of the securities being registered.
23(a) Consent of KPMG LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included
in Exhibit 5 hereto).
24 Power of Attorney (included on signature page
hereto).
99 Valley National Bank Savings and Investment Plan
(the "Plan").
(b) The undersigned registrant undertakes that it will submit the
Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986, as amended to
date.
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 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 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 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 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
The Registrant. 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 Town of Wayne, State of New Jersey, on the 28th day of
April, 1999.
VALLEY NATIONAL BANCORP
(Registrant)
GERALD H. LIPKIN
By:--------------------------------------------
Gerald H. Lipkin,
Chairman, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the registrant hereby severally constitutes and appoints Gerald
H. Lipkin and Alan D. Eskow, each of them, their true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all amendments to this registration statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact 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 he might or could in person,
hereby ratifying and confirming all that said attorney-in-fact may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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, President and Chief April 28, 1999
Gerald H. Lipkin Executive Officer and Director
PETER SOUTHWAY
____________________________ Vice Chairman (Principal Financial April 28, 1999
Peter Southway Officer) and Director
ALAN D. ESKOW
____________________________ Corporate Secretary, Senior Vice April 28, 1999
Alan D. Eskow President and Controller
(Principal Accounting Officer)
ANDREW B. ABRAMSON
____________________________ Director April 28, 1999
Andrew B. Abramson
PAMELA BRONANDER
____________________________ Director April 28, 1999
Pamela Bronander
JOSEPH COCCIA, JR.
____________________________ Director April 28, 1999
Joseph Coccia, Jr.
HAROLD P. COOK, III
____________________________ Director April 28, 1999
Harold P. Cook, III
AUSTIN C. DRUKKER
____________________________ Director April 28, 1999
Austin C. Drukker
WILLARD L. HEDDEN
____________________________ Director April 28, 1999
Willard L. Hedden
GRAHAM O. JONES
____________________________ Director April 28, 1999
Graham O. Jones
WALTER H. JONES, III
____________________________ Director April 28, 1999
Walter H. Jones, III
GERALD KORDE
____________________________ Director April 28, 1999
Gerald Korde
JOLEEN J. MARTIN
____________________________ Director April 28, 1999
Joleen J. Martin
ROBERT E. McENTEE
____________________________ Director April 28, 1999
Robert E. McEntee
SAM P. PINYUH
____________________________ Director April 28, 1999
Sam P. Pinyuh
ROBERT RACHESKY
____________________________ Director April 28, 1999
Robert Rachesky
____________________________ Director April __, 1999
Barnett Rukin
RICHARD F. TICE
____________________________ Director April 28, 1999
Richard F. Tice
LEONARD J. VORCHEIMER
____________________________ Director April 28, 1999
Leonard J. Vorcheimer
JOSEPH L. VOZZA
____________________________ Director April 28, 1999
Joseph L. Vozza
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees of the Plan have 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 this 28th day of April, 1999.
Valley National Bank Savings and Investment Plan
(Plan)
By: Valley National Bank, Plan Administrator
CAROL DIESNER
By: _________________________
Carol Diesner,
Senior Vice-President
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch.
23(a) Consent of KPMG LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included
in Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
99 Valley National Bank Savings and Investment Plan