Securities Registration (section 12(b)) (8-a12b)
12 Dezembro 2017 - 3:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WEBSTER
FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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06-1187536
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(State of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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145 Bank Street
Waterbury, Connecticut
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06702
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(Address of Principal Executive Offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so
registered
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Name of each exchange on which each class is
to be registered
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Depositary Shares, Each Representing 1/1,000
th
Interest in a Share of 5.25% Series F
Non-Cumulative
Perpetual Preferred Stock
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The New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-201026
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby are depositary shares of Webster Financial Corporation (the Company), each depositary share
representing 1/1,000
th
interest in a share of the Companys 5.25% Series F
Non-Cumulative
Perpetual Preferred Stock, par value $0.01 per share and
liquidation preference of $25,000 per share (the Preferred Stock). The descriptions set forth under the sections Description of the Series F Preferred Stock and Description of Depositary Shares in the prospectus
supplement dated December 5, 2017, as filed with the Securities and Exchange Commission (the SEC) on December 7, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus included in the Companys
automatic shelf registration statement on Form
S-3
(No.
333-201026),
as filed with the SEC on December 17, 2014, are incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
No.
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Description
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3.1
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Fourth Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2016, filed with the SEC
on August 9, 2016 and incorporated herein by reference).
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3.2
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Bylaws, as amended effective June 9, 2014 (filed as Exhibit 3.1 to the Companys Current Report on Form
8-K,
filed with the SEC on June 12, 2014 and incorporated herein by
reference).
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3.3
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Certificate of Designations of 5.25% Series F
Non-Cumulative
Perpetual Preferred Stock of Webster Financial Corporation, filed with the Secretary of State of Delaware and effective December
12, 2017.
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4.1
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Deposit Agreement, dated as of December 12, 2017, by and among the Company, Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the Holders from time to time of the Depositary Receipts described therein (filed as
Exhibit 4.1 to the Companys Form 8-K filed with the SEC on December 12, 2017 and incorporated herein by reference).
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4.2
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto).
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4.3
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Form of Stock Certificate representing the Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: December 12, 2017
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WEBSTER FINANCIAL CORPORATION
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By:
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/s/ Glenn I. MacInnes
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Name:
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Glenn I. MacInnes
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Title:
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Executive Vice President and
Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Fourth Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2016, filed with the SEC
on August 9, 2016 and incorporated herein by reference).
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3.2
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Bylaws, as amended effective June 9, 2014 (filed as Exhibit 3.1 to the Companys Current Report on Form
8-K,
filed with the SEC on June 12, 2014 and incorporated herein by
reference).
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3.3
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Certificate of Designations of 5.25% Series F
Non-Cumulative
Perpetual Preferred Stock of Webster Financial Corporation, filed with the Secretary of State of Delaware and effective December
12, 2017.
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4.1
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Deposit Agreement, dated as of December 12, 2017, by and among the Company, Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the Holders from time to time of the Depositary Receipts described therein (filed as
Exhibit 4.1 to the Companys Form 8-K filed with the SEC on December 12, 2017 and incorporated herein by reference).
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4.2
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 hereto).
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4.3
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Form of Stock Certificate representing the Preferred Stock.
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