UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 2007
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Prudential Bancorp, Inc. of Pennsylvania
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-51214 68-0593604
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1834 Oregon Avenue, Philadelphia, Pennsylvania 19145
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 755-1500
____________________________
Not Applicable
______________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
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As previously disclosed, on October 4, 2006, Stilwell Value Partners I,
L.P. ("Stilwell") filed suit (Civil Action No. 06-4432) in the United States
District Court for the Eastern District of Pennsylvania against Prudential
Mutual Holding Company (the "MHC"), Prudential Bancorp, Inc. of Pennsylvania
(the "Company") and each of the directors of the MHC and the Company
individually seeking equitable relief including (i) enjoining the Company and
the directors from allowing the MHC to participate in any shareholder vote to
consider the adoption of proposed stock option and stock recognition and
retention plans (collectively, the "Stock Plans") and (ii) enjoining MHC from
participating in any shareholder vote to approve the Stock Plans. In the event
that the MHC and the Company are not enjoined, Stilwell is seeking damages,
the amount to be determined at trial.
On November 20, 2006, the Company, the MHC and the director defendants
filed a motion to dismiss the complaint, asserting, among other things, that
the prospectus contained no "promise," implied or otherwise, that the MHC
would never vote on the adoption of the Stock Plans and that the breach of
fiduciary duty claim with respect to the timing of any such vote was legally
insufficient. On August 15, 2007, the Court ruled that there was no express
promise of the sort that would support a promissory estoppel claim, no
"unconscionability" of the sort that would support an unjust enrichment claim,
and no "fundamental unfairness" of the sort that would support a claim for
"disenfranchisement." The Court also ruled that Stilwell does not have
standing to assert claims for breach of fiduciary duty against the directors
individually. Accordingly, the Court granted the motion to dismiss all of the
claims against the Company and the individual directors and all but one of the
claims against the MHC. The only claim remaining is a breach of fiduciary
duty asserted against the MHC as majority shareholder. The Court dismissed
the claims with prejudice which prevents Stilwell from reasserting such claims
in amended form.
The Court has scheduled a pre-trial conference to establish the timing of
the remaining discovery and trial. A substantial amount of document discovery
has been completed; no other discovery has been taken.
The Company believes Stilwell's remaining allegation is without merit and
the remaining defendant, the MHC, intends to vigorously defend the case.
However, no prediction can be made as to the outcome of the one remaining
claim.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
By: /s/ Joseph R. Corrato
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Name: Joseph R. Corrato
Title: Executive Vice President
and Chief Financial Officer
Date: August 29, 2007