As filed with the Securities and Exchange Commission on May 20, 2005
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TF Financial Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 74-2705050
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Penns Trail
Newtown, Pennsylvania 18940
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(Address of principal executive offices)
TF Financial Corporation 2005 Stock-Based Incentive Plan
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(Full Title of the Plan)
Dennis R. Stewart
Executive Vice President and Chief Financial Officer
3 Penns Trail
Newtown, Pennsylvania 18940
(215) 579-4000
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value
per share
240,000 shares $28.56 $6,854,400 $806.76
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1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the TF Financial Corporation 2005 Stock- Based Incentive Plan
(the "Plan") consists of 240,000 shares which are being registered under
this Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
dividends or similar transactions.
(2) An aggregate of 240,000 shares are being registered hereby, based upon the
average of the low selling prices of the Common Stock of the Registrant as
reported on the Nasdaq National Market on May 18, 2005, of $28.56 per share
for a total offering of $6,854,400.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 240,000
shares of TF Financial Corporation (the "Company" or "Registrant") common stock,
$0.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the TF Financial Corporation 2005 Stock-Based Incentive Plan
under which 240,000 shares are issuable (the "Plan"). Documents containing the
information required by Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on November 22, 1995 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004;
(b) Form 8-K filed on April 28, 2005;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31. 2005; and
(d) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
November 22, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all
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securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law authorizes a
corporation such as the registrant to indemnify officers, directors, employees,
and agents under certain circumstances. Section 145 requires indemnification of
directors, officers, employees, and agents who have been successful on the
merits or otherwise in defense of certain actions, suits, proceedings claims,
issues, and matters. Article XVIII of the registrant's Certificate of
Incorporation provides for indemnification.
Section 102(b)(7) of the Delaware General Corporation Law allows for
the limitation of liability of directors. Article XVII of the registrant's
Certificate of Incorporation provides for the limitation of liability of
directors.
The registrant believes that these provisions assist the registrant in,
among other things, attracting and retaining qualified persons to serve the
registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the registrant and effectively reduce the ability of
stockholders to sue on behalf of the registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the registrant to an indemnified party.
Additionally, the Company has in force a Directors and Officers
Liability Policy underwritten by St. Paul Mercury Insurance Co. with a $7.5
million aggregate limit of liability and an aggregate deductible of $100,000 per
loss both for claims directly against officers and directors and for claims
where the Company is required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
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Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
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(a) The undersigned Registrant 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
1933 Act;
(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;
(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;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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 Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) 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.
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(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
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 Registrant 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 expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newtown in the Commonwealth of Pennsylvania, as of
April 27, 2005.
TF Financial Corporation
By: /s/ Kent C. Lufkin
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Kent C. Lufkin
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of TF Financial Corporation
do hereby severally constitute and appoint Kent C. Lufkin as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Kent C. Lufkin may deem
necessary or advisable to enable TF Financial Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Kent C. Lufkin shall 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 below by the following persons in the
capacities indicated as of the date indicated.
By: /s/ Kent C. Lufkin By: /s/ Dennis R. Stewart
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Kent C. Lufkin Dennis R. Stewart
President, Chief Executive Officer Executive Vice President, Chief
(Principal Executive Officer) Financial Officer and Treasurer
(Principal Financial and Accounting
Officer
April 27, 2005 April 27, 2005
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(Date) (Date)
By: /s/ Carl F. Gregory By: /s/ Robert N. Dusek
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Carl F. Gregory Robert N. Dusek
Director Chairman of the Board
April 27, 2005 April 27, 2005
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(Date) (Date)
By: /s/ Dennis L. McCartney By: /s/ George A. Olsen
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Dennis L. McCartney George A. Olsen
Director Director
April 27, 2005 April 27, 2005
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(Date) (Date)
By: /s/ Albert M. Tantala By: /s/ John R. Stranford
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Albert M. Tantala John R. Stranford
Director Director
April 27, 2005 April 27, 2005
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(Date) (Date)
INDEX TO EXHIBITS
Exhibit Description
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4.1 TF Financial Corporation 2005 Stock-Based Incentive
Plan
4.2 Form of Stock Option Agreement to be entered into with
respect to Incentive Stock Options under the Stock Option
Plan
4.3 Form of Stock Option Agreement to be entered into with
respect to Non-Incentive Stock Options under the Stock
Option Plan
4.4 Form of Stock Award Agreement
4.5 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of
the Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein