As filed with the Securities and Exchange Commission on August 5, 2005.
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
WSFS Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
______________________
Delaware 22-2866913
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
838 Market Street
Wilmington, Delaware 19899
(302) 792-6000
(Address of Principal Executive Offices,
Including Zip Code and Telephone Number)
WSFS Financial Corporation 2005 Incentive Plan
(Full Title of the Plan)
Copy to:
MARVIN N. SCHOENHALS LAURA G. THATCHER
President and Chief Executive Officer Alston & Bird LLP
WSFS Financial Corporation One Atlantic Center
838 Market Street 1201 West Peachtree Street, NW
Wilmington, Delaware 19899 Atlanta, Georgia 30309-3424
(302) 792-6000 (404) 881-7546
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration Fee
Per Share Offering Price
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Common Stock, $0.01 par value 400,000 (1) $58.08 (2) $23,232,000 (2) $2,734.41
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(1) Amount to be registered consists of an aggregate of 400,000 shares of WSFS
Financial Corporation (the "Company") common stock to be issued pursuant to
the grant or exercise of awards under the WSFS Financial Corporation 2005
Incentive Plan (the "Plan"), including additional shares of Company common
stock that may become issuable in accordance with the adjustment and
anti-dilution provisions of the Plan.
(2) Determined in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, the registration fee calculation is based on the average of the
high and low prices of the Company's common stock as reported on the Nasdaq
National Market on August 2, 2005.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents containing the information specified in Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
(b) Upon written or oral request, WSFS Financial Corporation
(the "Company") will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The Company will also
provide, without charge, upon written or oral request, other documents required
to be delivered to participants pursuant to Rule 428(b). Requests for the
above-mentioned information should be directed to Bob Mack, Senior Vice
President and Controller, at the address and telephone number on the cover of
this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are hereby incorporated by reference into this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2004;
(3) The description of common stock contained in the Company's Registration
Statement on Form 8-A filed under Section 12 of the Exchange Act on January 2,
1986, including all amendments or reports filed for the purpose of updating such
description; and
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation, as amended, provides for
indemnification of officers and directors of the Company to the extent
permissible under Delaware General Corporation Law. Section 145 of the General
Corporation Law of the State of Delaware authorizes a corporation's board of
directors to grant indemnity to directors and officers of the corporation, when
made, or threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and expenses,
including attorney's fees. In addition, under certain circumstances such persons
may be indemnified against expenses actually and reasonably incurred in defense
of a proceeding by or on behalf of the corporation. Similarly, the corporation,
under certain circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at the request of
the corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or (ii) if
such a quorum cannot be obtained or the quorum so directs, then by independent
legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index, which is incorporated here by reference.
Item 9. Undertakings.
(a) The undersigned Company 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 this 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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8, or Form F-3
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 this
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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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, the
Company 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 Act and will be governed by the final adjudication of such
issue.
(signatures on following page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on August 4, 2005.
WSFS Financial Corporation
By: /s/Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marvin N. Schoenhals, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, 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 he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/Marvin N. Schoenhals
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Marvin N. Schoenhals Chairman, President and Chief August 4, 2005
Executive Officer
(Principal Executive Officer)
/s/Stephen A. Fowle
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Stephen A. Fowle Executive Vice President and Chief August 4, 2005
Financial Officer
(Principal Financial Officer)
/s/Charles G. Cheleden
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Charles G. Cheleden Director August 4, 2005
/s/John F. Downey
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John F. Downey Director August 4, 2005
/s/Linda C. Drake
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Linda C. Drake Director August 4, 2005
/s/David E. Hollowell
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David E. Hollowell Director August 4, 2005
/s/Joseph R. Julian
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Joseph R. Julian Director August 3, 2005
/s/Dennis E. Klima
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Dennis E. Klima Director August 4, 2005
/s/Calvert A. Morgan, Jr.
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Calvert A. Morgan, Jr. Director August 4, 2005
/s/Thomas P. Preston
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Thomas P. Preston Director August 4, 2005
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Claibourne D. Smith Director August _, 2005
/s/Eugene W. Weaver
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Eugene W. Weaver Director August 4, 2005
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R. Ted Weschler Director August _, 2005
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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4.1 Certificate of Incorporation of the Company, as amended (incorporated
herein by reference to Exhibit 3.1 of the Company's Annual Report on Form
10-K for the year ended December 31, 1994).
4.2 Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for
the year ended December 31, 2003).
5.1 Opinion of Counsel.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).