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)
 
         
 
New Jersey
  
22-2477875
  
 
(State of incorporation or organization)
  
(IRS Employer Identification No.)
  
     
1455 Valley Road
Wayne, NJ
  
07470
(Address of principal executive offices)
  
(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
  
Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
     
6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series A, no par value per share
  
New York Stock Exchange
 
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), check the following box.  x
 
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), check the following box.  o
 
Securities Act registration statement file number to which this form relates:

333-202916
 
Securities to be registered pursuant to Section 12(g) of the Act:

None
 
 
 
 
 
 Item 1.   Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are shares of 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) of Valley National Bancorp (the “Registrant”). The description set forth under the caption “Description of the Series A Preferred Shares” in the Prospectus Supplement dated June 16, 2015 to the Prospectus dated March 20, 2015, filed by the Registrant with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, as part of the Registration Statement on Form S-3ASR (File No. 333-202916) of the Registrant, filed on March 20, 2015, is incorporated herein by reference.

Item 2.   Exhibits.
 

     
Exhibit
No.
  
Description
     
3.1
  
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2014.
     
3.2
  
Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.A to the Registrant’s Annual Report on Form 10-K filed on March 3, 2014.
     
3.3
  
By-laws of the Registrant, as amended, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2013.
     
3.4
  
Certificate of Designations relating to the 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, as filed with the New Jersey Department of Treasury on June 19, 2015, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 19, 2015.
     
4.1
  
Form of Common Stock Certificate of Registrant, incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3D filed on June 9, 1998.
     
4.2
  
Specimen stock certificate of Valley National Bancorp Preferred Stock.*
     
4.3
  
Warrant Agreement, dated May 18, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed on May 18, 2010 (No. 001-11277).
     
4.4
  
Form of Warrant for the purchase of Valley National Bancorp Voting Common Stock, incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Registrant’s Form 8-A filed on May 18, 2010 (No. 001-11277).
 
* To be filed via amendment.
 
 
 
 
 
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.

     
 
VALLEY NATIONAL BANCORP
     
     
 Date: June 19, 2015
By:
/s/ Alan D. Eskow
 
Name:
Alan D. Eskow
 
Title:
Senior Vice President
   
and Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX
 

 
     
Exhibit
No.
  
Description
     
3.1
  
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2014.
     
3.2
  
Restated Certificate of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.A to the Registrant’s Annual Report on Form 10-K filed on March 3, 2014.
     
3.3
  
By-laws of the Registrant, as amended, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2013.
     
3.4
  
Certificate of Designations relating to the 6.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, as filed with the New Jersey Department of Treasury on June 19, 2015, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 19, 2015.
     
4.1
  
Form of Common Stock Certificate of Registrant, incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3D filed on June 9, 1998.
     
4.2
  
Specimen stock certificate of Valley National Bancorp Preferred Stock.*
     
4.3
  
Warrant Agreement, dated May 18, 2010, between the Registrant and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed on May 18, 2010 (No. 001-11277).
     
4.4
  
Form of Warrant for the purchase of Valley National Bancorp Voting Common Stock, incorporated herein by reference to Exhibit A of Exhibit 4.1 of the Registrant’s Form 8-A filed on May 18, 2010 (No. 001-11277).
 
* To be filed via amendment.
 
 

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