Form 8-A12B - Registration of securities [Section 12(b)]
August 05 2024 - 5:13PM
Edgar (US Regulatory)
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)
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New Jersey |
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22-2477875 |
(State of incorporation or organization) |
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(IRS Employer Identification No.) |
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One Penn Plaza
New York, NY |
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10119 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which
each class is to be registered |
8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share |
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The Nasdaq Stock Market LLC |
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: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. |
Description of Registrants Securities to be Registered. |
The Registrant is filing this Form 8-A in connection with the registration of its 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, with a liquidation preference of $25 per share (Series C Preferred Stock), under the Securities Exchange Act of 1934, as
amended. The description of the Series C Preferred Stock set forth under the caption Description of Series C Preferred Shares in the Registrants Prospectus Supplement dated July 29, 2024 to the Prospectus dated April 5,
2024, as filed with the Securities and Exchange Commission (SEC) on July 31, 2024 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in connection with the Registrants Registration Statement on Form S-3 (File No. 333-278527), filed with the SEC on April 5, 2024, is incorporated herein by reference.
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Exhibit No. |
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Description |
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3.1 |
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Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit
3.1 to the Registrants Quarterly Report on Form 10-Q filed on August 7, 2020. |
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3.2 |
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By-laws of the Registrant, as amended and restated, incorporated herein by reference to Exhibit
3.1 to the Registrants Current Report on Form 8-K filed on October 24, 2018. |
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3.3 |
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Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, relating to the Series C Preferred Stock, as filed
with the New Jersey Department of Treasury on July 31, 2024, incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on August 5, 2024. |
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4.1 |
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Form of Series C Preferred Stock Certificate of the Registrant, filed herewith. |
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.
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VALLEY NATIONAL BANCORP |
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Date: August 5, 2024 |
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By: |
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/s/ Gary G. Michael |
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Name: |
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Gary G. Michael |
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Title: |
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Executive Vice President, General |
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Counsel & Corporate Secretary |
Exhibit 4.1
VALLEY NATIONAL BANCORP
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
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Number: |
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Shares: |
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8.250% Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series C |
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CUSIP: 919794 404
ISIN: US9197944047 |
[FORM OF FACE OF CERTIFICATE]
This certifies that is the record holder of fully paid and non-assessable shares of 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, of Valley National Bancorp (hereinafter called the
Corporation), 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 signatures of its duly authorized officers.
Dated:
1
Countersigned and Registered
Equiniti Trust Company, LLC
Transfer Agent and Registrar
___________________________________
Authorized Signatory
[FORM OF REVERSE OF CERTIFICATE]
VALLEY NATIONAL BANCORP
The
Corporation will furnish to any shareholders, upon request, and without charge, a full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued so far as the same have
been determined and of the authority of the Corporation to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series. Any such request should be addressed to the
Corporation or to the Transfer Agent.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (DTC), TO THE CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
CERTIFICATE OF AMENDMENT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.
ASSIGNMENT
FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER UNTO
Please Insert Social Security or
Other Identifying Number of
Assignee
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED
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NOTICE: |
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The Signature to this Assignment Must Correspond
with the Name As Written Upon the Face of the Certificate in
Every Particular, Without Alteration or Enlargement or Any Change Whatever. |
SIGNATURE GUARANTEED
(Signature Must Be Guaranteed by a Member
of a Medallion
Signature Program)
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