WBS » Topics » Item 3.03 Material Modification to Rights of Security Holders.

This excerpt taken from the WBS 8-K filed Dec 11, 2009.

Item 3.03  Material Modification to Rights of Security Holders.

At a special meeting on December 10, 2009 (the “Special Meeting”), shareholders of Webster Financial Corporation (“Webster” or the “Company”) approved an amendment (the “Amendment”) to Webster’s Second Restated Certificate of Incorporation (the “Certificate”) to remove Subsection 2 of Article 10 of the Certificate.  That subsection previously prohibited any shareholder from voting more than 10% of the voting securities of Webster unless the acquisition of such voting power was approved by two-thirds of Webster’s shareholders.  Because this amendment was approved by Webster’s shareholders, holders and acquirors of Webster’s voting stock will no longer be prevented from acquiring more than 10% of the voting power without obtaining prior shareholder consent.

This excerpt taken from the WBS DEFA14A filed Oct 21, 2009.

Item 3.03 Material Modification to Rights of Security Holders.

On October 15, 2009, Webster issued 44,570 shares of Series C Preferred Stock, and upon exercise of the A2-Warrants and B2-Warrants Webster may issue shares of Series C Preferred Stock and, in certain circumstances in which Warburg Pincus might otherwise hold more than 24.9% of Webster’s voting securities, Series D Preferred Stock, the terms of each of which are more fully described in Item 1.01 of Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and in the Certificates of Designation filed with the Secretary of State of the State of Delaware designating the preferences, limitations, voting powers and relative rights of the Series C Preferred Stock and Series D Preferred Stock.

The information set forth in Item 1.01 of Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 is incorporated herein by reference. The above summary is qualified in its entirety by reference to the Certificates of Designation attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference.

This excerpt taken from the WBS 8-K filed Oct 21, 2009.

Item 3.03 Material Modification to Rights of Security Holders.

On October 15, 2009, Webster issued 44,570 shares of Series C Preferred Stock, and upon exercise of the A2-Warrants and B2-Warrants Webster may issue shares of Series C Preferred Stock and, in certain circumstances in which Warburg Pincus might otherwise hold more than 24.9% of Webster’s voting securities, Series D Preferred Stock, the terms of each of which are more fully described in Item 1.01 of Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 and in the Certificates of Designation filed with the Secretary of State of the State of Delaware designating the preferences, limitations, voting powers and relative rights of the Series C Preferred Stock and Series D Preferred Stock.

The information set forth in Item 1.01 of Webster’s Current Report on Form 8-K filed with the SEC on July 31, 2009 is incorporated herein by reference. The above summary is qualified in its entirety by reference to the Certificates of Designation attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference.

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