-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CPu2+pZwqvlDdjraMcVdN7oY5VEpgzCOXDyOhtZlV//FpXlj+zVyCoUn17wazAhZ FKOLMRIsAORmSODJ1baFdA== 0000927796-99-000161.txt : 19990615 0000927796-99-000161.hdr.sgml : 19990615 ACCESSION NUMBER: 0000927796-99-000161 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990611 EFFECTIVENESS DATE: 19990611 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: S-8 SEC ACT: SEC FILE NUMBER: 333-80507 FILM NUMBER: 99645023 BUSINESS ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9733058800 MAIL ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 S-8 1 REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on June 11, 1999 Registration No. 333-__________ - -------------------------------------------------------------------------------- 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 22-2477875 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1455 Valley Road Wayne, New Jersey 07470 ----------------------- (Address, including zip code of registrant's principal executive offices) 1995 EMPLOYEE STOCK OPTION PLAN and 1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS (Formerly Plans of Ramapo Financial Corporation) ------------------------------------------------ (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: Michael W. Zelenty, Esq. Pitney, Hardin, Kipp & Szuch 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 (3) Price (3) Registration fee - ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, no par 78,573 shares (2) $27.72 $2,178,057 $606 value - ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(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 Plans as a result of the anti-dilution provisions thereof. (2) Of the 78,573 shares to be registered hereby, 9,907 shares are being registered for issuance under the 1995 Employee Stock Option Plan and 68,666 shares are being registered for issuance under the 1995 Stock Option Plan for Nonemployee Directors. (3) 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 June 8, 1999 as reported in The Wall Street Journal. PART I INFORMATION REQUIREMENT 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 (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, 1998 2. The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1999. 3. The Company's Current Reports on Form 8-K filed with the Commission on April 9 and April 30, 1999. 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 Not applicable. ITEM 5 Interests of Named Experts and Counsel 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, counsel to the Company. Attorneys in the law firm of Pitney, Hardin, Kipp & Szuch beneficially own 6,878 shares of the Company's Common Stock as of April 21, 1999. The consolidated financial statements of the Company as of December 31, 1998 and 1997 and for each of the years in the three year period ended December 31, 1998, included in the Company's Annual Report on Form 10-K and incorporated by reference herein, have been audited by KPMG LLP, independent public accountants, as indicated in their report dated January 20, 1999, with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing. 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 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 Not applicable. ITEM 8 Exhibits 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch regarding legality of securities 23.1 Consent of KPMG LLP 23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the opinion included as Exhibit 5) 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 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. SIGNATURES Pursuant to the requirement 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 June 1, 1999. VALLEY NATIONAL BANCORP By: GERALD H. LIPKIN ------------------------------------- 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 Chairman, President and Chief GERALD H. LIPKIN Executive Officer and Director June 1, 1999 - ------------------------------------------- Gerald H. Lipkin PETER SOUTHWAY Vice Chairman (Principal Financial June 1, 1999 - ------------------------------------------- Officer) and Director Peter Southway ALAN D. ESKOW Corporate Secretary, Senior Vice June 1, 1999 - ------------------------------------------- President and Controller (Principal Alan D. Eskow Accounting Officer) Director ______ ___, 1999 - ------------------------------------------- Andrew B. Abramson Director ______ ___, 1999 - ------------------------------------------- Pamela Bronander Director ______ ___, 1999 - ------------------------------------------- Joseph Coccia, Jr. Director ______ ___, 1999 - ------------------------------------------- Harold P. Cook, III AUSTIN C. DRUKKER Director June 1, 1999 - ------------------------------------------- Austin C. Drukker Director ______ ___, 1999 - ------------------------------------------- Willard L. Hedden GRAHAM O. JONES Director June 1, 1999 - ------------------------------------------- Graham O. Jones Director ______ ___, 1999 - ------------------------------------------- Walter H. Jones, III GERALD KORDE Director June 1, 1999 - ------------------------------------------- Gerald Korde JOLEEN J. MARTIN Director June 1, 1999 - ------------------------------------------- Joleen J. Martin ROBERT E. MCENTEE Director June 1, 1999 - ------------------------------------------- Robert E. McEntee Director ______ ___, 1999 - ------------------------------------------- Sam P. Pinyuh ROBERT RACHESKY Director June 1, 1999 - ------------------------------------------- Robert Rachesky Director ______ ___, 1999 - ------------------------------------------- Barnett Rukin Director ______ ___, 1999 - ------------------------------------------- Richard F. Tice LEONARD J. VORCHEIMER Director June 1, 1999 - ------------------------------------------- Leonard J. Vorcheimer JOSEPH L. VOZZA Director June 1, 1999 - ------------------------------------------- Joseph L. Vozza
INDEX TO EXHIBITS Exhibit 5 Opinion Letter of Pitney, Hardin, Kipp & Szuch regarding legality of securities Exhibit 23.1 Consent of KPMG LLP Exhibit 23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the opinion included as Exhibit 5) EX-5 2 EX. 5 - OPINION OF PITNEY HARDIN KIPP & SZUCH Exhibit 5 PITNEY, HARDIN, KIPP & SZUCH P.O. Box 1945 Morristown, New Jersey 07962-1945 June 11, 1999 Valley National Bancorp 1455 Valley Road Wayne, New Jersey 07470 Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") by Valley National Bancorp (the "Company") relating to 78,573 shares of the Company's Common Stock, no par value (the "Securities") to be offered pursuant to certain former stock option plans of Ramapo Financial Corporation to be assumed by the Company as of June 11, 1999, specifically, the 1995 Employee Stock Option Plan and the 1995 Stock Option Plan for Nonemployee Directors (collectively, the "Plans"). We have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements, instruments and certificates of public officials of the State of New Jersey and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth. Based upon the foregoing, we are of the opinion that, when the Securities have been duly issued as contemplated by the Registration Statement (including the Prospectus which is not filed herewith) and the Plans and for the consideration determined in accordance with the terms of the Plans, the Securities will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New Jersey, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, PITNEY, HARDIN, KIPP & SZUCH EX-23 3 EX. 23.1 - CONSENT OF KPMG LLP Exhibit 23.1 INDEPENDENT AUDITOR'S CONSENT The Board of Directors Valley National Bancorp: We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 20, 1999 relating to the consolidated statements of financial condition of Valley National Bancorp and subsidiaries as of December 31, 1998 and 1997 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, which report appears in the December 31, 1998 Annual Report on Form 10-K of Valley National Bancorp incorporated by reference herein and to the reference to our firm under the heading "Interests of Named Experts and Counsel" in this Registration Statement. KPMG LLP Short Hills, New Jersey June 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----