-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rGFxkJox0wnorbgY91MfFfD3vQm9X/beSbIXI38c6cM+E63TqGZ2x5hJc4cxl9jf eyMh4SxDyx1sHzwiav5GKg== 0000714310-95-000006.txt : 19950414 0000714310-95-000006.hdr.sgml : 19950411 ACCESSION NUMBER: 0000714310-95-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950404 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY NATIONAL BANCORP CENTRAL INDEX KEY: 0000714310 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222477875 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11179 FILM NUMBER: 95526750 BUSINESS ADDRESS: STREET 1: 1445 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07474 BUSINESS PHONE: 2013058800 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1994 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________ Commission File Number 0-11179 ---------------------- VALLEY NATIONAL BANCORP (Exact name of registrant as specified in its charter) New Jersey 22-2477875 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1445 Valley Road Wayne, New Jersey 07474 (Address of principal executive office) (Zip code) 201-305-8800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Common Stock, no par value New York Stock Exchange, Inc. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The aggregate market value of the voting stock held by non- affiliates of the Registrant was approximately $735,389,000 on January 31, 1995. There were 28,838,798 shares of Common Stock outstanding at January 31, 1995. Documents incorporated by reference: Certain portions of the Definitive Proxy Statement for the 1995 Annual Meeting of shareholders to be held March 23, 1995 are incorporated by reference in Part III. TABLE OF CONTENTS Page PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..................... 3 Signatures............................................... 3 INTRODUCTION This Form 10-K/A amends the Company's Annual Report on Form 10-K to reflect the inclusion of an amendment to the Registrants' Articles of Incorporation dated April 15, 1994 which was not disclosed in the original Form 10-K filing. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) Exhibits (numbered in accordance with Item 601 of Regulation S-K): (3) Articles of Incorporation and By-Laws: A. Restated Certificate of Incorporation of the Registrant dated March 22, 1994. *** B. By-Laws of the Registrant adopted as of March 14, 1989 and amended March 19, 1991. C. Amendment to the Certificate of Incorporation of the Registrant dated April 15, 1994. ______ ***This document is incorporated herein by reference from the Registrants Form 10-K Annual Report for the fiscal period ending December 31, 1993. SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VALLEY NATIONAL BANCORP By:/s/Gerald H. Lipkin Gerald H. Lipkin Chairman of the Board and Chief Executive Officer Dated: April 3, 1995 By:/s/Alan D. Eskow Alan D. Eskow Senior Vice President and Principal Accounting Officer Dated: April 3, 1995 EXHIBIT 3(A) RESTATED CERTIFICATE OF INCORPORATION OF VALLEY NATIONAL BANCORP The Board of Directors of Valley National Bancorp pursuant to the provisions of Section 14A:95-5(2) has adopted this Restated Certificate of Incorporation to restate and integrate in a single certificate the provisions of its certificate of incorporation as heretofore amended. Valley National Bancorp does hereby certify as follows: ARTICLE I CORPORATE NAME The name of the Corporation is Valley National Bancorp (hereinafter the "Corporation"). ARTICLE II CURRENT REGISTERED OFFICE AND CURRENT REGISTERED AGENT The address of the Corporation's current registered office is 1445 Valley Road, Wayne, New Jersey. The name of the current registered agent at that address is Gerald H. Lipkin. ARTICLE III NUMBER OF DIRECTORS The number of directors shall be governed by the by-laws of the Corporation. ARTICLE IV CORPORATE PURPOSE The purpose for which the Corporation is organized is to engage in any activities for which corporations may be organized under the New Jersey Business Corporation Act, subject to any restrictions which may be imposed from time to time by the laws of the United States or the State of New Jersey with regard to the activities of a bank holding company. ARTICLE V CAPITAL STOCK The Corporation is authorized to issue 34,125,000 shares of common stock without nominal or par value. ARTICLE VI INDEMNIFICATION The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees, judgments, fines, and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity, and shall inure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power to purchase and maintain insurance on behalf of any persons enumerated above against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. ARTICLE VII LIMITATION OF LIABILITY 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 such 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. IN WITNESS WHEREOF, Gerald H. Lipkin, Chairman and Chief Executive Officer of the Valley National Bancorp, has executed this Restated Certificate of Incorporation on behalf of Valley National Bancorp on this 22nd day of March, 1994. VALLEY NATIONAL BANCORP By:/s/Gerald H. Lipkin Gerald H. Lipkin Chairman of the Board and Chief Executive Officer EXHIBIT (3)C AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VALLEY NATIONAL BANCORP Valley National Bancorp, a New Jersey corporation, pursuant to N.J.S.A. 14A:7-15.1, does hereby certify as follows: (a) The name of the corporation is: Valley National Bancorp. (the "Corporation"). (b) A ten percent (10%) stock dividend was declared by the Corporation on March 22, 1994, pursuant to which one share of Common Stock, no par value, will be distributed for each twenty shares of Common Stock, no par value, held by shareholders on the record date of April 15, 1994, effective May 3, 1994. A resolution approving the share division was adopted by the Board of Directors of the Corporation at its regular meeting held on the 22nd day of March, 1994. (c) The share division will not adversely affect the rights or preferences of the holders of outstanding shares and will not result in the percentage of authorized shares that remains unissued after the share division exceeding the percentage of authorized shares that was unissued before the share division. (d) There were issued and outstanding, as of the record date of April 15, 1994, 24,531,290 shares of Common Stock without par value which are the shares subject to the share division. As a result of the share division, in which one share will be issued for every ten shares issued and outstanding, those 24,531,290 will be divided into 26,984,419 shares issued and outstanding. (e) The Corporation is hereby amending its certificate of incorporation in connection with the share division as follows: The existing "Article V" is deleted in its entirety. In lieu thereof, the following Article V is added to the certificate of incorporation: "The Corporation is authorized to issue 37,537,500 shares of common stock without nominal or par value." (f) The share division and amendment are to become effective as of April 15, 1994. IN WITNESS WHEREOF, Gerald H. Lipkin, Chairman and Chief Executive Officer of Valley National Bancorp, has executed this Certificate on behalf of Valley National Bancorp on this 15th day of April, 1994. VALLEY NATIONAL BANCORP By:/s/Gerald H. Lipkin Gerald H. Lipkin Chairman of the Board and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----