As filed with the Securities and Exchange Commission on February 1, 2022
Registration No. 333-125855
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT NO. 333-125855
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UNDER THE SECURITIES ACT OF 1933
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STERLING BANCORP
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(WEBSTER FINANCIAL CORPORATION, AS SUCCESSOR BY MERGER TO STERLING BANCORP)
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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80-0091851
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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c/o Webster Financial Corporation
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200 Elm Street
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Stamford, Connecticut 06902
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(Address of Principal Executive Offices) (Zip Code)
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John R. Ciulla
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President and Chief Executive Officer
Webster Financial Corporation
as successor by merger to Sterling Bancorp
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200 Elm Street
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Stamford, Connecticut 06902
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(Name and address of agent for service)
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(203) 578-2202
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(Telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to these registration statements.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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. ☐
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. ☐
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. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated
filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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☑ Large accelerated filer
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☐ Accelerated filer
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☐ Non-accelerated file
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☐ Smaller reporting company
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☐ Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the following Registration Statement on Form S-3D (the “Registration Statement”) is being filed by Sterling Bancorp (the “Registrant” or
“Sterling”) to terminate all offerings under the Registration Statement and to deregister any and all shares of Sterling common stock, par value $0.01 per share (the “Shares”), together with any and all plan interests and other securities registered
but unsold as of the date hereof thereunder (note that the share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):
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Registration Statement on Form S-3D, File No. 333-125855, filed with the Securities and Exchange Commission on June 16, 2005, registering 1,000,000 Shares for issuance under the Dividend Reinvestment and Stock Purchase Plan.
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On January 31, 2022, pursuant to the Agreement and Plan of Merger, dated as of April 18, 2021, by and between the Registrant and Webster Financial Corporation (“Webster”), the
Registrant merged with and into Webster, with Webster continuing as the surviving corporation (the “Merger”).
In connection with the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, pursuant to the undertakings made by
the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, this Post-Effective Amendment No. 1 hereby removes from
registration all of such securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
Pursuant to the requirements of the Securities Act of 1933, as amended, Webster Financial Corporation, as successor by merger to Sterling Bancorp, certifies that it has reasonable
grounds to believe that it meets all requirements for filing on Form S-3D and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut on February 1, 2022.
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WEBSTER FINANCIAL CORPORATION
(as successor by merger to Sterling Bancorp)
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By:
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/s/ John R. Ciulla
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Name:
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John R. Ciulla
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Title:
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President and Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.