NewAlliance S-3 July 27, 2005
As
filed
with the Securities and Exchange Commission on July 27, 2005
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEWALLIANCE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or
other jurisdiction of incorporation or organization)
52-2407114
(I.R.S.
employer identification number)
195
Church Street
New
Haven, Connecticut 06510
(203)
787-1111
(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)
Merrill
B. Blanksteen
Executive
Vice President and Chief Financial Officer
NEWALLIANCE
BANCSHARES, INC.
195
Church Street
New
Haven, Connecticut 06510
(203)
787-1111
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
William
W. Bouton III, Esq.
Robert
J. Metzler, II, Esq.
Tyler
Cooper & Alcorn, LLP
CityPlace
- 35th
Floor
185
Asylum Street
Hartford,
CT 06103-3488
Phone:
(860) 725-6200
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If
the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box: o
If
any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box: þ
If
this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If
this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the
earlier effective registration statement for the same offering. o
If
delivery of the prospectus is
expected to be made pursuant to Rule 434, please check the following box: o
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class of
Securities
to be
Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share(1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, $.01
par
value
|
922,338
Shares
|
$14.52
|
$13,392,348
|
$1,577
|
(1)
Estimated solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) under the Securities Act and based upon the average of the high
and
low sales prices for the Common Stock reported on the New York Stock Exchange
on
July 25, 2005.
The
registrant hereby amends this Registration Statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The
information in this prospectus is not complete and may be changed. The selling
shareholders may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and the selling shareholders are not
soliciting offers to buy these securities in any jurisdiction where the offer
or
sale is not permitted.
Subject
to completion, dated _______________, 2005.
NEWALLIANCE
BANCSHARES, INC.
195
Church Street
New
Haven, Connecticut 06510
(203)
787-1111
PROSPECTUS
922,338
SHARES OF COMMON STOCK
This
prospectus relates to resales of shares of common stock previously issued by
NewAlliance Bancshares, Inc. to the former shareholders of Trust Company of
Connecticut in connection with our acquisition of that company.
The
selling shareholders named in this prospectus, or their pledgees, donees,
transferees or other successors-in-interest may offer and sell up to 922,338
shares of NewAlliance Common Stock. NewAlliance issued 737,871 shares of Common
Stock to the selling shareholders in connection with its acquisition of Trust
Company of Connecticut, and may issue up to an additional 184,467 shares in
early 2006 as part of a conditional payment obligation. NewAlliance is
registering the offered shares as required by the terms of the acquisition
agreement with Trust Company of Connecticut.
The
selling shareholders may offer and sell their shares from time to time on the
New York Stock Exchange or in private transactions at prevailing market prices
or at privately negotiated prices. The registration of the offered shares does
not necessarily mean that the shares will be offered or sold by the selling
shareholders. Although NewAlliance will incur expenses of approximately
$________ in connection with registering the shares, NewAlliance will not
receive any of the proceeds from a sale of the shares by the selling
shareholders. The selling shareholders, however, are responsible for their
own
brokerage commissions and similar expenses.
NewAlliance
Common Stock is listed on the New York Stock Exchange under the symbol "NAL."
On
__________ ___, 2005, the closing price of NewAlliance Common Stock on the
New
York Stock Exchange was $_____ per share.
INVESTING
IN NEWALLIANCE BANCSHARES, INC. COMMON STOCK INVOLVES RISKS. PLEASE READ “RISK
FACTORS” BEGINNING ON PAGE 2 BEFORE PURCHASING THE COMMON STOCK.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED
OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
The
selling shareholders may from time to time offer and sell all or a portion
of
the offered shares in transactions on the New York Stock Exchange or any other
national securities exchange or quotation service on which the offered shares
are listed or quoted at the time of the sale, in the over-the-counter market,
in
negotiated transactions or otherwise, at prices then prevailing or related
to
the then-current market price or at negotiated prices. The offered shares may
be
sold directly or through agents or broker-dealers acting as principal or agent,
or in block trades or pursuant to a distribution by one or more underwriters
on
a firm commitment or best-efforts basis. To the extent required, the names
of
any agents or broker-dealers and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in this prospectus under the caption “Plan of Distribution” or in any
accompanying prospectus supplement. The selling shareholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling shareholders and
any
agents or broker-dealers participating in the distribution of the offered shares
may be deemed to be “underwriters” within the meaning of the Securities Act of
1933, and any profit on the sale of offered shares by the selling shareholders
and any commissions received by any agents or broker-dealers may be deemed
to be
underwriting commissions or discounts under the Securities Act.
The
date
of this prospectus is _____________ __, 2005.
RISK
FACTORS
An
investment in our common stock involves certain risks. To understand these
risks
and to evaluate an investment in our common stock, you should read this entire
prospectus, including the following risk factors.
OUR
BUSINESS STRATEGY OF GROWTH THROUGH ACQUISITIONS COULD HAVE AN IMPACT ON OUR
EARNINGS AND RESULTS OF OPERATIONS THAT MAY NEGATIVELY IMPACT THE VALUE OF
YOUR
STOCK.
Our
business strategy includes both internal expansion and acquisitions, and there
can be no assurance that, in the future, we will successfully identify suitable
acquisition candidates, complete acquisitions successfully, integrate acquired
operations into our existing operations or expand into new markets. Further,
there can be no assurance that acquisitions will not have an adverse effect
upon
our operating results while the operations of the acquired businesses are being
integrated into our operations. In addition, once integrated, acquired
operations may not achieve levels of profitability comparable to those achieved
by our existing operations, or otherwise perform as expected. Further,
transaction-related expenses may adversely affect our earnings. These adverse
effects on our earnings and results of operations may have a negative impact
on
the value of your stock.
WE
MAY EXPERIENCE HIGHER LEVELS OF LOAN LOSS DUE TO OUR RECENT
GROWTH.
Our
growth strategy depends on generating an increasing level of loans to produce
an
acceptable return to our shareholders. We will also need to accomplish this
loan
growth while maintaining our recent history of low loan losses in our portfolio.
A significant portion of our growth is expected to occur in markets that are
relatively new to us, including those areas served by the banks we acquired
in
2004, Savings Bank of Manchester and Tolland Bank, and areas of future
expansion, including Fairfield County, Connecticut through our planned
acquisition of Cornerstone Bank. Our loan portfolio may not perform as expected,
particularly if interest rates continue to increase or economic conditions
in
our market area deteriorate, both of which could make loan repayments more
difficult for our borrowers, resulting in higher future charges for loan losses.
STRONG
COMPETITION WITHIN OUR MARKET AREAS MAY LIMIT OUR GROWTH AND
PROFITABILITY.
Competition
in the banking and financial services industry is intense. In our market areas,
we compete with commercial banks, savings institutions, mortgage brokerage
firms, credit unions, finance companies, mutual funds, insurance companies,
and
brokerage and investment banking firms operating locally and elsewhere. As
we
grow, we will be expanding into market areas where we may not be as well known
as other institutions that have been operating in those areas for some time.
In
addition, regional, super regional and national interstate banking institutions
have become increasingly active in our market areas. Many of these competitors,
in particular the regional, super regional and national institutions, have
substantially greater resources and lending limits than we have and may offer
certain services that we do not or cannot efficiently provide. Our profitability
depends upon our continued ability to successfully compete in our market areas.
The greater resources and deposit and loan products offered by some of our
competitors may limit our ability to grow profitably.
CHANGES
IN INTEREST RATES COULD HAVE AN IMPACT ON OUR EARNINGS AND RESULTS OF OPERATIONS
WHICH COULD HAVE A NEGATIVE IMPACT ON THE VALUE OF YOUR
STOCK.
Our
consolidated results of operations depend to a large extent on the level of
our
net interest income, which is the difference between interest income from
interest-earning assets, such as loans and investments, and interest expense
on
interest-bearing liabilities, such as deposits and borrowings. If interest-rate
fluctuations cause the cost of interest-bearing liabilities to increase faster
than the yield on interest-earning assets, our net interest income will
decrease. If the cost of interest-bearing liabilities declines faster than
the
yield on interest-earning assets, our net interest income will
increase.
We
measure our interest-rate risk using simulation analyses with particular
emphasis on measuring changes in net interest income in different interest-rate
environments. The simulation analyses incorporate assumptions about balance
sheet changes, such as asset and liability growth, loan and deposit pricing
and
changes due to the mix and maturity of such assets and liabilities. Other key
assumptions relate to the behavior of interest rates and spreads, prepayments
of
loans and the run-off of deposits. These assumptions are inherently uncertain
and, as a result, the simulation analyses cannot precisely estimate the impact
that higher or lower rate environments will have on net interest income. Actual
results will differ from simulated results due to timing, magnitude and
frequency of interest rate changes, changes in cash flow patterns and market
conditions, as well as changes in management’s strategies.
While
we
use various monitors of interest-rate risk, we are unable to predict future
fluctuations in interest rates or the specific impact of these fluctuations.
The
market values of most of our financial assets are sensitive to fluctuations
in
market interest rates. Fixed-rate investments, mortgage-backed securities and
mortgage loans typically decline in value as interest rates rise. Prepayments
on
mortgage-backed securities may adversely affect the value of such securities
and
the interest income generated by them.
Changes
in interest rates can also affect the amount of loans that we originate, as
well
as the value of our loans and other interest-earning assets and our ability
to
realize gains on the sale of such assets and liabilities. Prevailing interest
rates also affect the extent to which our borrowers prepay their loans. When
interest rates increase, borrowers are less likely to prepay their loans, and
when interest rates decrease, borrowers are more likely to prepay loans. Funds
generated by prepayments might be invested at a less favorable interest rate.
Prepayments may adversely affect the value of mortgage loans, the levels of
such
assets that we retain in our portfolio, net interest income and loan servicing
income.
Increases
in interest rates might cause depositors to shift funds from accounts that
have
a comparatively lower cost, such as regular savings accounts, to accounts with
a
higher cost, such as certificates of deposit, If the cost of interest-bearing
deposits increases at a rate greater than the yields on interest-earning assets
increase, net interest income will be negatively affected. Changes in the asset
and liability mix may also affect the net interest income.
WE
MAY NOT PAY YOU DIVIDENDS IF WE ARE NOT ABLE TO RECEIVE DIVIDENDS FROM OUR
SUBSIDIARY NEWALLIANCE BANK.
Cash
dividends from NewAlliance Bank and our liquid assets are our principal sources
of funds for paying cash dividends on our common stock. Unless we receive
dividends from NewAlliance Bank or choose to use our liquid assets, we may
not
be able to pay dividends. NewAlliance Bank's ability to pay us dividends is
subject to its ability to earn net income and to meet certain regulatory
requirements.
A
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This
document and the documents incorporated by reference into this document contain
forward-looking statements about NewAlliance. Statements containing the words
"believes," "expects," "anticipates," "estimates," "plans," "projects,"
"predicts," "intends," "seeks," "may," "should," "would," "continues," "hope"
and similar expressions, or the negative of these terms, constitute
forward-looking statements that involve risks and uncertainties. Such statements
are based on current expectations and are subject to risks, uncertainties,
and
changes in condition, significance, value and effect. These risks include those
discussed in the section entitled "RISK
FACTORS"
on page
2. Such risks, uncertainties and changes in condition, significance, value
and
effect could cause NewAlliance's actual results to differ materially from those
anticipated events. In evaluating the transaction you should carefully consider
the discussion of risks and uncertainties contained in the section entitled
"RISK
FACTORS"
on page
2.
Although
we believe our plans, intentions and expectations as reflected in or suggested
by these forward-looking statements are reasonable, we can give no assurance
that our plans, intentions or expectations will be achieved. Accordingly, you
should not place undue reliance on them. Investors are cautioned that all
forward-looking statements involve risks and uncertainties and actual results
may differ materially from anticipated results or those discussed elsewhere
in
this document as a result of various risk factors described in the section
entitled "RISK
FACTORS"
on page
2. Listed below, and discussed elsewhere, are some important risks,
uncertainties and contingencies that could cause our actual results, performance
or achievements to be materially different from the forward-looking statements
made in this document, particularly if the transaction is not completed. These
factors, risks, uncertainties and contingencies include, but are not limited
to,
the following:
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·
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the
strength of the United States economy in general and the strength
of the
regional and local economies in which we conduct
operations;
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·
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the
effects of changing economic conditions in our market areas and
nationally;
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·
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the
effects of, and changes in, trade, monetary and fiscal policies
and laws,
including interest rate policies of the Board of Governors of the
Federal
Reserve System;
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·
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changes
in federal and state banking, insurance and investment laws and
regulations which could impact our operations;
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·
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inflation,
interest rate, market and monetary fluctuations;
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·
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our
ability in connection with any acquisition to complete such acquisition
and to (1) successfully integrate assets, liabilities, customers,
systems
and management personnel we acquire into our operations, (2) realize
related revenue enhancements and cost savings within expected time
frames,
and (3) cap our expected one time charges at anticipated levels
and
acquire assets and liabilities, which at acquisition closing, are
expected
to have fair values which support our estimated values for such
assets and
liabilities;
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·
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our
timely development of competitive new products and services in
a changing
environment and the acceptance of such products and services by
customers;
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·
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the
impact of changes in financial services policies, laws and regulations,
including laws, regulations, policies and practices concerning
taxes,
banking, capital, liquidity, proper accounting treatment, securities
and
insurance, and the application thereof by regulatory bodies and
the impact
of changes in and interpretations of generally accepted accounting
principles;
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the
occurrence of adverse changes in the securities
markets;
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·
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the
effects of changes in technology or in consumer spending and savings
habits;
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·
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terrorist
attacks in the United States or upon United States interests abroad,
or
armed conflicts involving the United States military;
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regulatory
or judicial proceedings; and
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changes
in asset quality.
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The
effects of these factors are difficult to predict. New factors emerge from
time
to time, and we can not assess the impact of any such factor on the business
or
the extent to which any factor, or combination of factors, may cause results
to
differ materially from those contained in any forward-looking statement. Any
forward-looking statements speak only as of the date of this
document.
These
forward-looking statements are found at various places throughout this document
and the other documents incorporated by reference in this document, including
our Annual Report on Form 10-K for the year ended December 31, 2004 and our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005
(including any amendments to these reports).
We
have
filed with the Commission a registration statement on Form S-3, of which this
prospectus is a part, under the Securities Act with respect to the offered
shares. This prospectus does not contain all of the information set forth in
the
registration statement, portions of which we have omitted as permitted by the
rules and regulations of the Commission. Statements contained in this prospectus
as to the contents of any contract or other document are not necessarily
complete. You should refer to the copy of each contract or document filed as
an
exhibit to the registration statement for a complete description.
ABOUT
NEWALLIANCE BANCSHARES, INC.
NewAlliance
Bancshares, Inc., through its subsidiary, NewAlliance Bank, serves the personal
finance, business banking and wealth management needs of consumers and
businesses throughout Connecticut. NewAlliance Bank provides business and
consumer banking, mortgage lending, trust and investment services and insurance
services through banking offices, ATM’s, 24-hour phone access and on-line
banking.
At
June
30, 2005, we had total consolidated assets of approximately $6.59 billion,
total
deposits of approximately $3.77 billion and shareholders’ equity of
approximately $1.43 billion.
Our
principal executive office is located at 195 Church Street, New Haven,
Connecticut 06510, and our telephone number is (203) 787-1111.
NO
PROCEEDS TO NEWALLIANCE
NewAlliance
will not receive any of the proceeds from sales of shares by the selling
shareholders. The costs and expenses incurred in connection with the
registration under the Securities Act of the offered shares will be paid by
NewAlliance. The selling shareholders will pay any brokerage fees and
commissions, fees and disbursements of legal counsel for the selling shareholder
and share transfer and other taxes attributable to the sale of the offered
shares.
SELLING
SHAREHOLDERS
On
July
1, 2005, NewAlliance acquired Trust Company of Connecticut (the "Trust
Company"). As part of this acquisition, NewAlliance issued 737,871 shares of
its
common stock to former shareholders of Trust Company in exchange for their
shares of common stock of Trust Company in a private placement transaction
exempt from registration under the Securities Act. The terms of the acquisition
also contemplate the possibility of an additional, contingent payment which,
if
paid, would be paid in the first quarter of 2006 unless final calculation of
the
amount of the contingent payment is delayed due to a disagreement over the
calculation or for other reasons. The maximum number of shares of common stock
issuable in such contingent payment is 184,467 shares. NewAlliance is
registering all of the 922,338 shares under the Securities Act potentially
issuable pursuant to the terms of the acquisition agreement.
Because
the selling shareholders may sell all, some or none of their shares, NewAlliance
cannot estimate the number of shares that will be sold by the selling
shareholders or that will be owned by the selling shareholders upon completion
of the offering. The offered shares represent less than 1% of the total number
of shares of NewAlliance's common stock outstanding as of July ___,
2005.
PLAN
OF DISTRIBUTION
The
selling shareholders may offer all or part of their shares of common stock
from
time to time in transactions on the New York Stock Exchange, in privately
negotiated transactions, through the writing of options on the common stock
or a
combination of such methods of sale. The term "selling shareholders" includes
donees, pledgees, transferees or their successors-in-interest selling shares
received after the date of this prospectus from a selling shareholder as a
gift,
pledge, partnership distribution or other non-sale related transfer. The selling
shareholders will act independently of us in making decisions with respect
to
the timing, manner and size of each sale. The shares of common stock may be
offered at fixed prices, which may be changed, at market prices prevailing
at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The methods by which the shares may be sold or distributed
may include, but are not limited to, one or more of the following:
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o
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a
cross or block trade in which the broker-dealer engaged by the
selling
shareholder will attempt to sell the shares as agent but may position
and
resell a portion of the block as principal to facilitate the
transaction;
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o
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purchases
by a broker or dealer as principal and resale by such broker or
dealer for
its account pursuant to this prospectus;
|
o an
exchange distribution in accordance with the rules of the
NASD;
o ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
o privately
negotiated transactions;
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o
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short
sales or borrowings, returns and reborrowings of the shares pursuant
to
stock loan agreements to settle short
sales;
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o
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delivery
in connection with the issuance of securities by issuers, other than
us,
that are exchangeable for, whether on an optional or mandatory basis,
or
payable in, such shares, whether such securities are listed on a
national
securities exchange or otherwise, or pursuant to which such shares
may be
distributed; and
|
o underwritten
transactions.
In
effecting sales, brokers or dealers engaged by the selling shareholders may
arrange for other brokers or dealers to participate in such sales. Brokers
or
dealers may receive commissions or discounts from the selling shareholders
or
from the purchasers in amounts to be negotiated immediately prior to the sale.
The selling shareholders may also sell such shares in accordance with Rule
144
under the Securities Act. If the shares are sold in an underwritten offering,
then the shares may be acquired by the underwriters for their own account and
may be further resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The names of the underwriters with respect
to
any such offering and the terms of the transactions, including any underwriting
discounts, concessions or commissions and other items constituting compensation
of the underwriters and broker-dealers, if any, will be set forth in a
prospectus supplement relating to such offering. Any public offering price
and
any discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers may be changed from time to time. Unless otherwise set forth
in a
prospectus supplement, the obligations of the underwriters to purchase the
shares will be subject to certain conditions precedent and the underwriters
will
be obligated to purchase all the shares specified in such prospectus supplement
if any such shares are purchased. This prospectus also may be used by donees
of
the selling shareholders or by other persons acquiring shares of the common
stock, including brokers who borrow the shares to settle short sales of shares
of the common stock and who wish to offer and sell such shares under
circumstances requiring or making use of the prospectus desirable.
From
time
to time the selling shareholders may engage in short sales, short sales against
the box, puts, calls and other transactions in securities of NewAlliance or
derivatives thereof, and may sell and deliver shares of common stock in
connection therewith. From time to time the selling shareholders may also pledge
their shares of common stock pursuant to the margin provisions of their
respective customer agreements with their respective brokers or otherwise.
Upon
a default by a selling shareholder, the broker or pledgees may offer and sell
the pledged shares of common stock from time to time.
The
selling shareholders and any broker-dealers who act in connection with the
sale
of the shares of common stock offered pursuant to this prospectus may be deemed
to be “underwriters” as that term is defined in the Securities Act, and any
commissions received by them and profit on any resale of the common stock as
principal might be deemed to be underwriting discounts and commissions under
the
Securities Act.
NewAlliance
has agreed to pay all expenses in connection with the registration under the
Securities Act of the offered shares, including:
o all
registration and filing fees,
o all
exchange listing fees,
o printing
expenses, and
o fees
and
disbursements of counsel and accountants for NewAlliance.
We
will
make copies of this prospectus available to the selling shareholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act, which may include delivery through the facilities of the New York Stock
Exchange pursuant to Rule 153 of the Securities Act. The selling shareholders
will pay any brokerage fees and commissions, fees and disbursements of legal
counsel for the selling shareholders and stock transfer and other taxes
attributable to the sale of the offered shares. NewAlliance also has agreed
to
indemnify each of the selling shareholders and their respective officers,
directors and trustees and each person who controls, within the meaning of
the
Securities Act, such selling shareholder against losses, claims, damages,
liabilities and expenses arising under the securities laws in connection with
this offering except insofar as such losses, claims, damages, liabilities and
expenses arise out of or are based upon information forwarded to NewAlliance
by
or on behalf of the selling shareholder for use in the registration statement.
We
have agreed to
keep the Registration Statement of which this prospectus is a part effective
until July 1, 2007, which is two years after our acquisition of Trust Company
of
Connecticut.
WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
materials we file with the SEC at the Public Reference Room of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. -- You may
obtain information on the operation of the Public Reference Room by calling
the
SEC at l-800-SEC-0330. In addition, we file many of our documents electronically
with the SEC. and you may access those documents over the Internet. The SEC
maintains a "web site" that contains reports, proxy and information statements
and other information regarding issuers that file electronically at
"http://www.sec.gov."
NewAlliance
common stock is quoted on the New York Stock Exchange under the symbol
"NAL."
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC
allows NewAlliance to "incorporate by reference" information into this
prospectus. That means that NewAlliance can disclose important information
to
you by referring you to another document filed separately with the SEC. The
information that NewAlliance incorporates by reference is considered a part
of
this prospectus, except for any information superseded by information presented
in this prospectus. This prospectus incorporates important business and
financial information about us and our subsidiaries that is not included in
or
delivered with this prospectus. This prospectus incorporates by reference the
documents listed below that NewAlliance has filed with the SEC:
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FILINGS
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PERIOD
OF REPORT OR DATE FILED
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l Annual
Report
on Form 10-K
|
Year
ended December 31, 2004
|
|
l Quarterly
Report on From 10-Q
|
Quarter
ended March 31, 2005
|
|
l Current
Reports
on Form 8-K
|
Filed
April 15, April 28, June 7, June 22, June 30, 2005, and July
26
|
|
l For
a
description of NewAlliance common stock
° Form
8-A
|
Filed
December 7, 2004
|
These
documents are available without charge to you if you call or write to Judith
E.
Falango, Vice President - Corporate Communications, 195 Church Street, New
Haven, Connecticut 06510, or telephone (203) 787-1111.
All
reports and other documents filed with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the effective date of the
registration statement and prior to the termination of this offering shall
be
deemed to be incorporated by reference herein and to be a part hereof from
the
date of filing of such reports and documents. Any statement contained in a
document incorporated by reference herein shall be deemed modified or superseded
for purposes of this prospectus to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. NewAlliance has not authorized anyone to
provide you with information that is different, and, if given or made, such
information must not be relied upon as having been authorized by us. Neither
the
delivery of this prospectus at any time nor any sale made hereunder shall,
under
any circumstances, imply that the information in this prospectus is correct
as
of any date after the date on the front of this prospectus. This prospectus
shall not constitute an offer to sell or a solicitation of an offer to buy
by
any person in any jurisdiction in which it is unlawful for such person to make
such offer or solicitation.
LEGAL
MATTERS
Tyler
Cooper & Alcorn, LLP, Hartford, Connecticut has passed upon the validity of
the common stock offered pursuant to this prospectus.
EXPERTS
The
financial statements incorporated in this prospectus by reference to
NewAlliance's Annual Report on Form 10-K for the year ended December 31, 2004
have been so incorporated in reliance upon the report of PricewaterhouseCoopers
LLP, independent registered public accounting firm, and upon the authority
of
said firm as experts in accounting and auditing.
NO
DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY NEWALLIANCE OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE OFFERED SHARES,
IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN
THE AFFAIRS OF NEWALLIANCE SINCE THE DATE HEREOF.
TABLE
OF CONTENTS
| |
Page
|
| |
|
|
Risk
Factors
|
2
|
| |
|
|
A
Caution About Forward-Looking Statements
|
4
|
| |
|
|
About
This Prospectus
|
5
|
| |
|
|
About
NewAlliance Bancshares, Inc.
|
5
|
| |
|
|
No
Proceeds to NewAlliance
|
5
|
| |
|
|
Selling
Shareholders
|
5
|
| |
|
|
Plan
of Distribution
|
5
|
| |
|
|
Where
You Can Find More Information
|
7
|
| |
|
|
Incorporation
of Certain Documents by Reference
|
7
|
| |
|
|
Legal
Matters
|
8
|
| |
|
|
Experts
|
8
|
| |
|
922,338
SHARES
NEWALLIANCE
BANCSHARES, INC.
COMMON
STOCK
PROSPECTUS
July
_____, 2005
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated fees and expenses payable by
NewAlliance in connection with the issuance and distribution of the securities
being registered:
|
Registration
Fee
|
$1,577
|
|
Printing
and Duplicating Expenses
|
$5,000
|
|
Legal
Fees and Expenses
|
$10,000
|
|
Blue
Sky Fees
|
$1,000
|
|
Accounting
Fees and Expenses
|
$5,000
|
|
Miscellaneous
|
$3,000
|
|
Total
|
$25,577
|
ITEM
15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article
ELEVENTH of the Certificate of Incorporation of NewAlliance Bancshares, Inc.
(the “Corporation”) sets forth circumstances under which directors, officers,
employees and agents of the Corporation may be insured or indemnified against
liability which they incur in their capacities as such:
ELEVENTH:
A. Each
person who was or is made a party or is threatened to be made a party to or
is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that he or she is or was a Director or an Officer of the Corporation or
is
or was serving at the request of the Corporation as a Director, Officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an “indemnitee”), whether the basis of such proceeding is
alleged action in an official capacity as a Director, Officer, employee or
agent
or in any other capacity while serving as a Director, Officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists
or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section
C
of this Article ELEVENTH with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only
if such proceeding (or part thereof) was authorized by the Board of Directors
of
the Corporation.
B. The
right
to indemnification conferred in Section A of this Article ELEVENTH shall include
the right to be paid by the Corporation the expenses incurred in defending
any
such proceeding in advance of its final disposition (hereinafter an “advancement
of expenses”); provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to
appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled
to be indemnified for such expenses under Section B of this Article ELEVENTH
or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article ELEVENTH shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee’s heirs, executors and administrators.
C. If
a
claim under Section A or B of this Article ELEVENTH is not paid in full
by the
Corporation within sixty (60) days after a written claim has been received
by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to
be
paid also the expenses of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement
of
expenses) it shall be a defense that, and (ii) in any suit by the Corporation
to
recover an advancement of expenses pursuant to the terms of an undertaking
the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification
set
forth in the Delaware General Corporation Law. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor
an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the indemnitee has not
met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden
of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article ELEVENTH or otherwise, shall be
on
the Corporation.
D. The
rights to indemnification and to the advancement of expenses conferred in this
Article ELEVENTH shall not be exclusive of any other right which any person
may
have or hereafter acquire under any statute, the Corporation’s Certificate of
Incorporation, Bylaws, agreement, vote of shareholders or Disinterested
Directors or otherwise.
E. The
Corporation may maintain insurance, at its expense, to protect itself and any
Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses
to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article ELEVENTH with respect to the indemnification and advancement
of
expenses of Directors and Officers of the Corporation.
G. Notwithstanding
any other provision set forth in this Article ELEVENTH, in no event shall any
payments made by the Corporation pursuant to this Article ELEVENTH exceed the
amount permissible under applicable state or federal law, including but not
limited to the limitations on indemnification imposed by Section 18(k) of the
Federal Deposit Insurance Act and the regulation issued thereunder by the
Federal Deposit Insurance Corporation.
The
foregoing indemnity and insurance provisions have the effect of reducing
directors’ and officers’ exposure to personal liability for actions taken in
connection with their respective positions.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of NewAlliance
pursuant to the foregoing provisions, or otherwise, NewAlliance has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by NewAlliance
of expenses incurred or paid by a director, officer or controlling person of
NewAlliance in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the
securities being registered, NewAlliance will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it
is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The
following Exhibits are filed herewith or incorporated herein by
reference:
|
EXHIBIT
NO.
|
DESCRIPTION
|
| |
|
|
4.1
|
Certificate
of Incorporation of NewAlliance Bancshares, Inc. (Incorporated
by
Reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of
NewAlliance Bancshares, Inc. filed with the Commission on August
13,
2004).
|
|
4.2
|
Bylaws
of NewAlliance Bancshares, Inc. (Incorporated by Reference to Exhibit
3.2
to the Quarterly Report on Form 10-Q of NewAlliance Bancshares,
Inc. filed
with the Commission on August 13,
2004).
|
|
4.3
|
Form
of Common Stock Certificate for NewAlliance Bancshares, Inc. (Incorporated
by Reference to Exhibit 4.1 to the Registration Statement on Form
S-1 on
NewAlliance Bancshares, Inc. filed with the Commission on September
30,
2003 (File No. 333-109266)).
|
|
5
|
Opinion
of Tyler Cooper & Alcorn, LLP as to the validity of the shares being
registered
|
|
23.1
|
Consent
of Tyler Cooper & Alcorn, LLP (included in Exhibit
5)
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP
|
|
24
|
Power
of Attorney (included on signature
page)
|
ITEM
17. UNDERTAKINGS
(a) NewAlliance
hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To
include any prospectus required by section 10(a) (3) of the Securities Act
of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in
the “Calculation of the Registration Fee” table in the effective registration
statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) NewAlliance
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of NewAlliance’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(c) NewAlliance
hereby undertakes as follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus which is a part
of
this registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), NewAlliance undertakes that
such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of
the applicable form.
(d) NewAlliance
undertakes that every prospectus (i) that is filed pursuant to paragraph (c)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a) (3) of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be
the initial bona fide offering thereof.
(e) NewAlliance
hereby undertakes to respond to requests for information that is incorporated
by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(g) NewAlliance
hereby undertakes to supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the Registration Statement
when it became effective.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in New Haven,
Connecticut, on July 27, 2005.
| |
NEWALLIANCE
BANCSHARES, INC.
|
| |
(Registrant)
|
| |
|
| |
|
| |
By:
/s/ Merrill B. Blanksteen
|
| |
Merrill B. Blanksteen
|
| |
Executive Vice President and
|
| |
Chief Financial Officer
|
POWER
OF
ATTORNEY
Each
individual whose signature appears below hereby constitutes and appoints Peyton
R. Patterson and Merrill B. Blanksteen, and each and either of them, such
individual’s true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person’s name,
place and stead, in any and all capacities, to sign a registration statement
on
Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) in
connection with the transactions between NewAlliance Bancshares, Inc.,
NewAlliance Bank and Trust Company of Connecticut, or any registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, including, without limitation, any and all amendments
thereto, and to file the same with the SEC with all exhibits thereto and other
documents in connection therewith, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or either of them or any substitute therefor, may lawfully do or cause
to
be done by virtue hereof.
This
Power of Attorney is valid as of its execution, until its
withdrawal.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated on the
26th
day of July, 2005.
|
Signatures
|
Title
|
Date
|
| |
|
|
| /s/Peyton
R. Patterson |
Chairman,
President and Chief Executive Officer
|
July
26, 2005
|
|
Peyton
R. Patterson
|
(Principal
Executive Officer)
|
|
| |
|
|
| /s/
Merrill B. Blanksteen |
Executive
Vice President and Chief Financial Officer
|
July
26, 2005
|
|
Merrill
B. Blanksteen
|
(Principal
Financial and Accounting Officer)
|
|
| |
|
|
| /s/
Roxanne J. Coady |
Director
|
July
26, 2005
|
|
Roxanne
J. Coady
|
|
|
| |
|
|
| /s/
John F. Croweak |
Director
|
July
26, 2005
|
|
John
F. Croweak
|
|
|
| |
|
|
| /s/
Sheila B. Flanagan |
Director
|
July
26, 2005
|
|
Sheila
B. Flanagan
|
|
|
| |
|
|
| /s/
Richard J. Grossi |
Director
|
July
26, 2005
|
|
Richard
J. Grossi
|
|
|
| |
|
|
| /s/
Robert J. Lyons, Jr. |
Director
|
July
26, 2005
|
|
Robert
J. Lyons, Jr.
|
|
|
| |
|
|
| /s/
Eric A. Marziali |
Director
|
July
26, 2005
|
|
Eric
A. Marziali
|
|
|
| |
|
|
| /s/
Julia M. McNamara |
Director
|
July
26, 2005
|
|
Julia
M. McNamara
|
|
|
| |
|
|
| /s/
Gerald B. Rosenberg |
Director
|
July
26, 2005
|
|
Gerald
B. Rosenberg
|
|
|
| |
|
|
| /s/
Joseph H. Rossi |
Director
|
July
26, 2005
|
|
Joseph
H. Rossi
|
|
|
| |
|
|
| /s/
Cornell Scott |
Director
|
July
26, 2005
|
|
Cornell
Scott
|
|
|
| |
|
|
| /s/
Nathaniel D. Woodson |
Director
|
July
26, 2005
|
|
Nathaniel
D. Woodson
|
|
|
| |
|
|
| /s/
Joseph A. Zaccagnino |
Director
|
July
26, 2005
|
|
Joseph
A. Zaccagnino
|
|
|
EXHIBIT
INDEX
|
EXHIBIT
NO.
|
DESCRIPTION
|
| |
|
|
4.1
|
Certificate
of Incorporation of NewAlliance Bancshares, Inc. (Incorporated by
Reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of
NewAlliance Bancshares, Inc. filed with the Commission on August
13,
2004).
|
|
4.2
|
Bylaws
of NewAlliance Bancshares, Inc. (Incorporated by Reference to Exhibit
3.2
to the Quarterly Report on Form 10-Q of NewAlliance Bancshares, Inc.
filed
with the Commission on August 13, 2004).
|
|
4.3
|
Form
of Common Stock Certificate for NewAlliance Bancshares, Inc. (Incorporated
by Reference to Exhibit 4.1 to the Registration Statement on Form
S-1 on
NewAlliance Bancshares, Inc. filed with the Commission on September
30,
2003 (File No. 333-109266)).
|
|
5
|
Opinion
of Tyler Cooper & Alcorn, LLP as to the validity of the shares being
registered
|
|
23.1
|
Consent
of Tyler Cooper & Alcorn, LLP (included in Exhibit
5)
|
|
23.2
|
Consent
of PricewaterhouseCoopers LLP
|
|
24
|
Power
of Attorney (included on signature
page)
|