Webster Financial 8-K 2013
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): May 8, 2013
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:
On May 8, 2013, Webster Financial Corporation (Webster), Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the Selling Stockholders), and J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. (collectively, the Underwriters) entered into an underwriting agreement (the Underwriting Agreement) pursuant to which the Selling Stockholders agreed to sell 8,744,850 shares of Websters common stock, $0.01 par value per share (the Common Stock), to the Underwriters. The transaction closed on May 13, 2013.
The sale of the Common Stock by the Selling Stockholders is being made pursuant to Websters Registration Statement on Form S-3 (Registration No. 333-178642) (the Registration Statement), including a prospectus supplement dated May 8, 2013 to the prospectus contained therein dated December 20, 2011, filed by Webster with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.
Immediately following completion of the offering, the Selling Stockholders no longer own any of Websters outstanding Common Stock.
In connection with the public offering of the Common Stock, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K) and (ii) the opinion of counsel with respect to the validity of the Common Stock being sold in the offering (Exhibit 5.1 to this Current Report on Form 8-K).
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.