SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 30, 2012
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 578-2202
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Upon the scheduled issuance of the 6.40% Series E Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference of $25,000 per share (the Series E Preferred Stock), of Webster Financial Corporation (the Company) on December 4, 2012, the ability of the Company to declare and pay dividends on, or purchase, redeem or otherwise acquire, shares of its preferred stock or any securities of the Company that rank junior to the Series E Preferred Stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series E Preferred Stock for the last preceding dividend period. The terms of the Series E Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined herein), a copy of which is filed as Exhibit 3.3 to the Companys Form 8-A filed on December 4, 2012 and is incorporated herein by reference.
On November 30, 2012, the Company filed a Certificate of Designations (the Certificate of Designations) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series E Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.3 to the Companys Form 8-A filed on December 4, 2012 and is incorporated herein by reference.
On December 4, 2012, the Company closed the public offering of 5,060,000 depositary shares (the Depositary Shares) (including 660,000 shares sold pursuant to an option granted to the Underwriters (as defined herein) to cover over-allotments) pursuant to an Underwriting Agreement, dated November 27, 2012 (the Underwriting Agreement), between the Company and Deutsche Bank Securities Inc., as representative for the underwriters listed therein (the Underwriters). Each Depositary Share represents a 1/1000th interest in a share of the Series E Preferred Stock. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, the opinion and consent of Hogan Lovells US LLP as to the validity of the Series E Preferred Stock and the Depositary Shares of the Company offered pursuant to the Prospectus Supplement dated November 27, 2012, and the opinion and consent of Hogan Lovells US LLP as to certain tax matters are filed herewith and are each incorporated by reference into the Companys Registration Statement on Form S-3 (File No. 333-178642) as exhibits thereto.
The Deposit Agreement, dated as of December 4, 2012 (the Deposit Agreement), by and among the Company, Computershare Shareowner Services LLC, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares, is filed as Exhibit 4.1 to the Companys Form 8-A filed on December 4, 2012 and is incorporated herein by reference. The form of depositary receipt representing the Depositary Shares and the form of certificate representing the Series E Preferred Stock are filed as Exhibit 4.2 and 4.3, respectively, to the Companys Form 8-A filed on December 4, 2012 and are each incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.