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
VALLEY
NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
|
|
|
|
|
New Jersey
|
|
22-2477875
|
|
(State of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
1455 Valley Road
Wayne, NJ
|
|
07470
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities to be registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
to be so registered
|
|
Name of each exchange on which
each class is to be registered
|
|
5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Perpetual Preferred Stock, Series B,
no par value per share
|
|
New York Stock Exchange
|
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), 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 file number to which this form relates:
333-202916
Securities to be registered pursuant to Section 12(g) of the Act:
None
|
Item 1.
|
Description of Registrant’s Securities to be Registered.
|
The securities to be
registered are shares of 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Perpetual Preferred Stock, Series B (the “Series B
Preferred Stock”) of the Registrant. The description set forth under the caption “Description of the Series B Preferred Shares” in the Prospectus Supplement dated July 27, 2017 to the Prospectus dated March 20, 2015, filed
by the Registrant with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, as part of the Registration Statement on Form
S-3ASR
(File
No. 333-202916)
of the Registrant, filed on March 20, 2015, is incorporated herein by reference.
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
3.1
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2017.
|
|
|
|
|
3.2
|
|
Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.A to the Registrant’s Annual Report on Form
10-K
filed on February 29,
2016.
|
|
|
|
|
3.3
|
|
By-laws
of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on December 7, 2016.
|
|
|
|
|
3.4
|
|
Certificate of Designations relating to the 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Perpetual Preferred
Stock, Series B, as filed with the New Jersey Department of Treasury on July 31, 2017, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on August 1,
2017.
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate of Registrant, incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form
S-3D
filed on June 9,
1998.
|
|
|
|
|
4.2
|
|
Specimen stock certificate of Valley National Bancorp 6.25%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred
Stock, Series A, incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Form
8-A/A
filed on July 9, 2015 (No.
001-11277).
|
|
|
|
|
4.3
|
|
Specimen stock certificate of Valley National Bancorp 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred
Stock, Series B, filed herewith.
|
|
|
|
|
4.4
|
|
Warrant Agreement, dated May 18, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form
8-A
filed on May 18, 2010 (No.
001-11277).
|
|
|
|
|
4.5
|
|
Form of Warrant for the purchase of Valley National Bancorp Voting Common Stock, incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Registrant’s Form
8-A
filed on
May 18, 2010 (No.
001-11277).
|
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
VALLEY NATIONAL BANCORP
|
|
|
|
|
|
|
|
|
|
|
|
Date: July 31, 2017
|
|
|
|
By:
|
|
/s/ Alan D. Eskow
|
|
|
|
|
|
Name:
|
|
Alan D. Eskow
|
|
|
|
|
|
Title:
|
|
Senior Executive Vice President
|
|
|
|
|
|
|
|
and Chief Financial Officer
|
[Signature page to Form
8-A]
EXHIBIT INDEX
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
3.1
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2017.
|
|
|
|
|
3.2
|
|
Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.A to the Registrant’s Annual Report on Form
10-K
filed on February 29,
2016.
|
|
|
|
|
3.3
|
|
By-laws
of the Registrant, as amended and restated, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on December 7, 2016.
|
|
|
|
|
3.4
|
|
Certificate of Designations relating to the 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Perpetual Preferred
Stock, Series B, as filed with the New Jersey Department of Treasury on July 31, 2017, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on August 1,
2017.
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate of Registrant, incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form
S-3D
filed on June 9,
1998.
|
|
|
|
|
4.2
|
|
Specimen stock certificate of Valley National Bancorp 6.25%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred
Stock, Series A, incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Form
8-A/A
filed on July 9, 2015 (No.
001-11277).
|
|
|
|
|
4.3
|
|
Specimen stock certificate of Valley National Bancorp 5.50%
Fixed-to-Floating
Rate
Non-Cumulative
Preferred
Stock, Series B, filed herewith.
|
|
|
|
|
4.4
|
|
Warrant Agreement, dated May 18, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form
8-A
filed on May 18, 2010 (No.
001-11277).
|
|
|
|
|
4.5
|
|
Form of Warrant for the purchase of Valley National Bancorp Voting Common Stock, incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Registrant’s Form
8-A
filed on
May 18, 2010 (No.
001-11277).
|
Exhibit 4.3
NUMBER
VALLEY NATIONAL BANCORP
SHARES
5.50% NON-CUMULATIVE
FIXED-TO-FLOATING
PERPETUAL RATE PREFERRED STOCK, SERIES B
INCORPORATED
UNDER THE LAWS OF THE STATE OF NEW JERSEY
5.50% NON-CUMULATIVE
FIXED-TO-FLOATING
PERPETUAL RATE PREFERRED STOCK, SERIES B
CUSIP
919794 30 5
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
SPECIMEN
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF 5.50%
FIXED-TO-FLOATING
RATE
NON-CUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES B, NO PAR VALUE PER SHARE, OF
VALLEY NATIONAL BANCORP
transferable on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signature of its duly authorized officer.
Dated:
Alan D. Eskow Corporate Secretary
BY:
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK
TRANSFER TRUST& COMPANY, LLC
(Brooklyn, NY)
TRANSFER AGENT AND REGISTRAR
Ira Robbins
Senior Executive Vice President
ATIO N AL
N RPOR B
O A
C T E A
Y I N D
E 1982 N
L C
L N E E Y O
A W JERS R
V P
AUTHORIZED SIGNATURE
AMERICAN BANK NOTE COMPANY
The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM – as tenants in common TEN ENT – as tenants by the entireties JT TEN – as joint tenants with right
of survivorship and not as tenants in common
UNIF GIFT MIN ACT– (Cust) Custodian (Minor) under Uniform
Gifts to Minors
Act (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer unto
PLEASE IDENTIFYING INSERT SOCIAL NUMBER SECURITY OF ASSIGNEE OR OTHER
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Shares
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Attorney
Dated
X
X
NOTICE: THE THE SIGNATURE(S) FACE OF THE CERTIFICATE TO THIS ASSIGNMENT IN EVERYMUST PARTICULAR, CORRESPOND WITHOUT WITH
ALTERATION THE NAME(S) OR AS ENLARGEMENT WRITTEN UPON OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
EXCHANGE, SIGNATURE(S) OR MUST BY A BE BANK GUARANTEED (OTHER THAN BY A A FIRM SAVINGS WHICH BANK) IS A MEMBER OR A TRUST OF A COMPANY. REGISTERED THE NATIONAL GUARANTEEING STOCK FIRM MUST
BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.