SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HARRIS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania To Be Applied For
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
235 North Second Street, Harrisburg, Pennsylvania 17101
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act.
None N/A
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(Title of Class) (Name of each exchange on which
each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock par value $.01 per share
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(Title of Class)
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Item 1. General Information
(a) Harris Financial, Inc. (the "Company") was organized in
the State of Pennsylvania on February 26, 1997, for the purpose
of becoming a bank holding company for Harris Savings Bank (the
"Bank").
(b) The Company's fiscal year ends on December 31.
Item 2. Transaction of Succession
(a) The Bank's common stock, par value $.01 per share
("Bank Common Stock") is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as administered by the
Federal Deposit Insurance Corporation. The issuance of the
Bank's securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 3(a) of said Act.
(b) The Bank intends to reorganize into the two-tier
holding company structure (the "Reorganization"), whereby each
outstanding share of Bank Common Stock will be exchanged for one
share of the Company's common stock, par value $.01 per share
(the "Holding Company Common Stock"), and the Bank will become
the wholly-owned subsidiary of the Company.
The Reorganization and the establishment of the Company will
be accomplished as follows: (i) the Company has been organized as
a wholly owned subsidiary of the Bank; (ii) the Company will
organize an interim Pennsylvania stock savings bank ("Interim")
as a wholly owned subsidiary; (iii) Interim will merge into the
Bank, with the Bank as the surviving corporation; and (iv) in
connection with the merger in step (iii) above, all of the issued
and outstanding shares of Holding Company Common Stock held by
the Bank prior to the Reorganization will be canceled, all of the
issued and outstanding shares of Bank Common Stock will be
converted into and become an equal number of shares of Holding
Company Common Stock, and all of the issued and outstanding
shares of Interim, which are held by the Stock Holding Company,
will automatically be converted by operation of law into common
stock of the Bank. As a result of the steps described above, the
Bank will become the wholly owned subsidiary of the Company.
Item 3. Securities to be Registered
The Company has authorized for issuance 100,000,000 shares
of Holding Company Common Stock, and currently has no Holding
Company shares outstanding.
Item 4. Description of Company's Securities to be Registered
For a description of the Company's securities, reference is
made to "Description of Capital Stock of the Stock Holding
Company," in the Company's Registration Statement on Form S-4
(Registration Number 333-22415), which is hereby incorporated by
reference.
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Item 5. Financial Statements and Exhibits
The financial statements and exhibits filed as part of this
Registration Statement are as follows:
(a) Financial Statements
Not applicable.
(b) Exhibits
The Index of Exhibits immediately precedes the attached
Exhibits.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
HARRIS FINANCIAL, INC.
Date: April 16, 1997 By: \s\ William J. McLaughlin
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William J. McLaughlin
President and Chief Executive
Officer
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EXHIBIT INDEX
Form 8-B
Exhibit Number Description of Document Location of Document
<S> <C> <C>
2 Agreement and Plan of Reorganization *
3.1 Certificate of Incorporation of Harris *
Financial, Inc.
3.2 Bylaws of Harris Financial, Inc. *
4 Form of Common Stock Certificate of *
Harris Financial, Inc.
10.1 Harris Savings Bank 1994 Incentive *
Stock Option Plan
10.2 Harris Savings Bank 1996 Incentive Stock *
Option Plan
10.3 Harris Savings Bank 1994 Stock Option *
Plan for Outside Directors
10.4 Harris Savings Bank Recognition and *
Retention Plan for Officers and Employees
10.5 Harris Savings Bank Recognition and *
Retention Plan for Outside Directors
10.6 Form of Employment Contracts between the *
Bank and Bernard H. Sarfert, Sr., and the
Bank and Lyle B. Shughart, both dated
March 13, 1993
10.7 Form of Change in Control Agreements
between the Bank and William J. McLaughlin, *
James L. Durrell, William M. Long and
Lyle B. Shugart, all dated January 25, 1994
10.8 Harris Savings Bank Supplemental Executive *
Retirement Plan
21 Subsidiaries of the Registrant Not
Applicable
24 Power of Attorney *
99 Prospectus/Proxy Statement *
*Previously filed as part of the Registrant's Form S-4 Registration Statement
pursuant to the Securities Act of 1933 (Registration No. 333-22415), filed on
February 26, 1997 and amended on March 17, 1997. Such documents are
incorporated herein by reference in accordance with Rule 12b-32 of the
Securities Exchange Act of 1934.
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