0000801337-24-000018.txt : 20240628 0000801337-24-000018.hdr.sgml : 20240628 20240628151100 ACCESSION NUMBER: 0000801337-24-000018 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240628 DATE AS OF CHANGE: 20240628 EFFECTIVENESS DATE: 20240628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBSTER FINANCIAL CORP CENTRAL INDEX KEY: 0000801337 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] ORGANIZATION NAME: 02 Finance IRS NUMBER: 061187536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-257035 FILM NUMBER: 241084932 BUSINESS ADDRESS: STREET 1: 200 ELM STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-578-2202 MAIL ADDRESS: STREET 1: 200 ELM STREET CITY: STAMFORD STATE: CT ZIP: 06902 S-8 POS 1 post-effectiveamendmentno2.htm S-8 POS Document

As filed with the Securities and Exchange Commission on June 28, 2024
Registration No. 333-257035

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ______________________________________________________________________________
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 ______________________________________________________________________________
 
Webster Financial Corporation
(Exact name of registrant as specified in its charter)
  ______________________________________________________________________________
Delaware
06-1187536
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
200 Elm Street
Stamford, Connecticut 06902
(Address and Zip Code of Principal Executive Offices)
  ______________________________________________________________________________
Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan
Sterling National Bank 401(k) and Profit Sharing Plan
Sterling National Bank Deferred Director Fee Plan
Sterling Bancorp 2014 Stock Incentive Plan
(Full title of the plans)
 ______________________________________________________________________________
Glenn I. MacInnes
Executive Vice President and Chief Financial Officer
Webster Financial Corporation
200 Elm Street
Stamford, Connecticut 06902
203-578-2202
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
 ______________________________________________________________________________
James J. Barresi, Esq.
Alison N. LaBruyere, Esq.
Squire Patton Boggs (US) LLP
1211 6th Avenue, 26th Floor
New York, New York 10036
212-872-9800
  ______________________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer          
 ☒
 
Accelerated filer
 ☐
Non-accelerated filer
 ☐
 
Smaller reporting company
 ☐
 
 
 
Emerging growth company
 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
 



EXPLANATORY NOTE
Webster Financial Corporation (“Webster” or the “Registrant”) hereby amends its Post-Effective Amendment No. 1 on Form S-8 amending Form S-4 (File No. 333-257035) by filing this Post-Effective Amendment No. 2 deregistering 2,190,000 shares of Webster common stock, par value $.01 per share (“Common Stock”), together with any and all plan interests and other securities registered but unsold as of the date hereof under the following three plans:
•Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan;
•Sterling National Bank 401(k) and Profit Sharing Plan; and
•Sterling Bancorp 2014 Stock Incentive Plan
Each of these above-listed plans has been terminated and or merged into another Webster plan and is no longer issuing shares of Common Stock.
The Sterling National Bank Deferred Director Fee Plan has been amended and restated to be the Amended and Restated Deferred Director Fee Plan and shall continue to offer up to 10,000 shares of Common Stock under this Registration Statement.



SIGNATURE
 
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 of 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 City of Stamford, State of Connecticut, on June 28, 2024.
 
WEBSTER FINANCIAL CORPORATION
 

 
 
Date: June 28, 2024
By: 
/s/ Glenn I. MacInnes
 
Name:
Glenn I. MacInnes
 
Title:
Executive Vice President and Chief Financial Officer
No other person is required to sign this Post-Effective Amendment No. 2 to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.