Registration No. 333-_____
As filed with the Securities and Exchange
Commission on May 27, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Harris Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2889833
(State of Incorporation) (IRS Employer identification No.)
235 North Second Street
Harrisburg, Pennsylvania 17101
(Address of Principal Executive Offices)
Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
Harris Financial, Inc. 1999 Incentive Stock Option Plan
(Full Title of the Plans)
Copies to:
Charles C. Pearson, Jr. Kenneth R. Lehman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Harris Financial, Inc. Luse Lehman Gorman Pomerenk & Schick
235 North Second Street A Professional Corporation
Harrisburg, Pennsylvania 17101 5335 Wisconsin Ave., N.W., #400
(717) 236-4041 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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 check the following box. :
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock
Common Stock, par
value $.01 per share 26,500 shares (2) $13.75 (3) $364,375 $101
Common Stock, par
value $.01 per share 98,500 shares (4) $11.75 (3) $1,157,375 $322
Common Stock, par
value $.01 per share 175,800 shares (5) $12.50 (3) $2,197,500 $611
Common Stock, par
value $.01 per share 824,200 shares (6) $11.75 (3) $9,684,350 $2,692
Total: 1,125,000 shares (6) $13,403,600 $3,726
==================== =========== ======
</TABLE>
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
(the "Stock Option Plan"), and the Harris Financial, Inc. 1999 Incentive
Stock Option Plan (the "Incentive Plan") as the result of a stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
Harris Financial, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Stock Option Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R. ss.
230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
options reserved for award pursuant to the Stock Option Plan.
(5) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Incentive Plan.
(6) Represents the number of shares currently reserved for issuance pursuant to
options reserved for award pursuant to the Incentive Plan.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of (i) options
to purchase up to 125,000 shares of Common Stock of Harris Financial, Inc. (the
"Company") pursuant to the Harris Financial, Inc. 1999 Stock Option Plan for
Outside Directors (the "Stock Option Plan"); (ii) 125,000 shares of Common Stock
reserved for issuance and delivery upon the exercise of options under the Stock
Option Plan; (iii) options to purchase up to 1,000,000 shares of Common Stock of
Harris Financial, Inc. pursuant to the Harris Financial, Inc. 1999 Incentive
Stock Option Plan (the "Incentive Plan"); and (iv) 1,000,000 shares of Common
Stock reserved for issuance and delivery upon the exercise of options under the
Incentive Plan. Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
Stock Option Plan and the Incentive Plan, as appropriate, as specified by
Securities Act Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is incorporated by reference
herein, 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.
The following documents filed or to be filed with the Commission is
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Securities and Exchange Commission (the "SEC")
on March 23, 1999, as amended and filed with the SEC on April 8, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to above.
(c) The Company's Proxy Statement relating to the Company's April 23,
1999 annual meeting of stockholders, filed with the SEC on March 18, 1998.
(d) The description of the Common Stock contained in the Registration
Statement on Form S-4 (Commission File No. 333-22415), originally filed by the
Company with the SEC under the Securities Act of 1933 on February 26, 1997, as
amended on March 17, 1997.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article VI of the Registrant's Bylaws provide for the
following indemnification for Directors and Officers.
6.1 Third Party Actions. The Corporation shall indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he
is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a representative of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
the action or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, provided that the
Corporation shall not be liable for any amounts which may be due to any
such person in connection with a settlement of any action or proceeding
effected without its prior written consent or any action or proceeding
initiated by any such person (other than an action or proceeding to
enforce rights to indemnification hereunder).
6.2 Derivative and Corporate Actions. The Corporation shall
indemnify any person who was or is a party, or is threatened to be made
a party, to any threatened, pending or completed action by or in the
right of the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of the
action if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation,
provided that the Corporation shall not be liable for any amounts which
may be due to any such person in connection with a settlement of any
action or proceeding affected without its prior written consent.
Indemnification shall not be made under this Section 6.2 in respect of
any claim, issue or matter as to which the person has been adjudged to
be liable to the Corporation unless and only to the extent that the
court of common pleas of the judicial district embracing the county in
which the registered office of the Corporation is located or the court
in which the action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for the expenses that the court of common pleas or other
court deems proper.
6.3 Mandatory Indemnification. To the extent that a
representative of the Corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in Section
6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
6.4 Procedure for Effecting Indemnification. Unless ordered by
a court, any indemnification under Section 6.1 or Section 6.2 shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the representative is proper in
the
<PAGE>
circumstances because he has met the applicable standard of conduct
set forth in those sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding;
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion; or
(3) by the stockholders.
6.5 Advancing Expenses. Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this
Article VI shall be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VI or otherwise.
6.6 Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
representative of the Corporation or is or was serving at the request
of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to
indemnify him against that liability under the provisions of this
Article VI.
6.7 Modification. The duties of the Corporation to indemnify
and to advance expenses to a director or officer provided in this
Article VI shall be in the nature of a contract between the Corporation
and each such person, and no amendment or repeal of any provision of
this Article VI shall alter, to the detriment of such person, the right
of such person to the advance of expenses or indemnification related to
a claim based on an act or failure to act which took place prior to
such amendment or repeal.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the Common
Stock registered hereby
10.1 Harris Financial, Inc. 1999 Stock Option Plan for Outside
Directors (Incorporated by reference to the Registrant's Proxy
Statement filed with the SEC on March 18, 1998)
10.2 Harris Financial, Inc. 1999 Incentive Stock Option Plan
(Incorporated by reference to the Registrant's Proxy Statement
filed with the SEC on March 18, 1998)
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion included as
Exhibit 5)
<PAGE>
23.2 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
Item 9. Undertakings
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 to include any
material information with respect to the Registration Statement not previously
disclosed in this Registration Statement or any material change to such
information 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 1999 Stock Option Plan for Outside Directors and the 1999 Incentive Stock
Option Plan; and
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 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; and
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of KPMG LLP
23.3 Consent of Arthur Andersen LLP
<PAGE>
The Registrant. 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 Harrisburg, State of Pennsylvania, on this 24th
day of May, 1999.
Harris Financial, Inc.
By: /s/ Charles C. Pearson, Jr.
Charles C. Pearson, Jr., Chairman,
President and Chief Executive Officer
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 date indicated.
By:/s/ Charles C. Pearson, Jr. By:/s/ James L. Durrell
Charles C. Pearson, Jr., Chairman, James L. Durrell, Executive
President and Chief Executive Officer Vice President and Chief
(Principal Executive Officer) Financial Officer
(Principal Financial Officer)
Date: May 24, 1999 Date: May 24, 1999
By:/s/ Ernest P. Davis By:/s/ Jimmie C. George
Ernest P. Davis, Director Jimmie C. George, Director
Date: May 24, 1999 Date: May 24, 1999
By:/s/ Robert A. Houck By:/s/ Bruce S. Isaacman
Robert A. Houck, Director Bruce S. Isaacman, Director
Date: May 24, 1999 Date: May 24, 1999
By: By:/s/ Robert E. Poole
William E. McClure, Jr., Director Robert E. Poole, Director
Date: Date: May 24, 1999
By:/s/ William A. Silverling By:/s/ Frank R. Sourbeer
William A. Silverling, Director Frank R. Sourbeer, Director
Date: May 24, 1999 Date: May 24, 1999
<PAGE>
By:/s/ Donald B. Springer
Donald B. Springer, Director
Date: May 24, 1999
<PAGE>
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
May 26, 1999 (202) 274-2000
Board of Directors
Harris Financial, Inc.
235 North Second Street
Harrisburg, Pennsylvania 17101
Re: Harris Financial, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Harris Financial, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), pursuant to the
Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors and the 1999
Incentive Stock Option Plan (the "Plans"). We have reviewed the Company's
Articles of Incorporation, Registration Statement on Form S-8 (the "Form S-8"),
as well as applicable statutes and regulations governing the Company and the
offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans,
will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Harris Financial, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Harris Financial, Inc. of our report dated January 21, 1997 relating to
the consolidated statements of income, shareholders' equity and cash flows for
the year ended December 31, 1996 which report appears in the December 31, 1998
annual report on Form 10-K of Harris Financial, Inc.
/s/ KPMG LLP
Harrisburg, PA
May 20, 1999
<PAGE>
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 19, 1999
included in Harris Financial, Inc.'s Form 10-K for the year ended December 31,
1998.
/s/ Arthur Andersen LLP
Lancaster, Pa.,
May 20, 1999
