As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-40046
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WAYPOINT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 6712 25-1872581
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification) Identification Number)
235 North Second Street
P.O. Box 1711
Harrisburg, Pennsylvania 17101
(717) 236-4041
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Charles C. Pearson, Jr.
President and Chief Executive Officer
Waypoint Financial Corp.
235 North Second Street
P.O. Box 1711
Harrisburg, Pennsylvania 17105
(717) 236-4041
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
Phone: (202) 274-2007
Sale to the public concluded on November 15, 2000
<PAGE>
Pursuant to this Post-Effective Amendment No. 2, Waypoint Financial Corp. as the
successor to Harris Financial, Inc. hereby adopts the Registration Statement on
Form S-1 of Harris Financial and all amendments including post- effective
amendments thereto as filed with the Securities and Exchange Commission on June
23, August 14, and September 21, 2000 as the registration statement of Waypoint
Financial for all purposes under the Securities Act of 1933 and the Securities
Exchange Act of 1934.
This Post-Effective Amendment is also filed for the purpose of deregistering
13,567,500 shares of the $.01 par value common stock of Waypoint Financial Corp.
heretofore registered and offered pursant to the terms of the Prospectuses dated
August 14, 2000 and October 12, 2000 (the "Prospectuses"). The remaining
16,850,000 shares registered pursuant to this Registration Statement on Form S-1
have been issued and sold in accordance with the Prospectuses and as described
therein.
The Company has determined that no further shares will be offered, sold and
issued pursuant to the Prospectuses. The Company therefore requests
deregistration of the unissued shares of common stock registered pursuant to
this Registration Statement as soon as is practicable after the filing of the
Post-Effective Amendment No. 2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Harrisburg, Pennsylvania, on November
16, 2000
WAYPOINT FINANCIAL CORP.
By: /s/Charles C. Pearson, Jr.
------------------------------------------
Charles C. Pearson, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned Directors of the Registrant severally constitute and
appoint Charles C. Pearson, Jr. with full power of substitution, our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below which said he may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with any registration statement or post-effective amendment to the
registration statement on Form S-1 relating to the offering of Waypoint
Financial Corp. common stock, including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities
indicated below any registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and confirm all that
said Charles C. Pearson, Jr. shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.
By: /s/Charles C. Pearson, Jr.
--------------------------------------------
Charles C. Pearson, Jr., Co-Chairman and
Chief Executive Officer
(Principal Executive Officer)
Date: November 16, 2000
By: /s/James H. Moss
--------------------------------------------
James H. Moss, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 16, 2000
By: /s/Robert A. Pullo
--------------------------------------------
Robert A. Pullo, Co-Chairman
Date: November 16, 2000
By. /s/David E. Zuern
--------------------------------------------
David E. Zuern, President,
Chief Operating Officer and Director
Date: November 16, 2000
<PAGE>
By: /s/Ernest P. Davis
--------------------------------------------
Ernest P. Davis, Director
Date: November 16, 2000
By: /s/Cynthia A. Dotzel
--------------------------------------------
Cynthia A. Dotzel, Director
Date: November 16, 2000
By: /s/Jimmie C. George
--------------------------------------------
Jimmie C. George, Director
Date: November 16, 2000
By: /s/Randall A. Gross
--------------------------------------------
Randall A. Gross, Director
Date: November 16, 2000
By: /s/Robert A. Houck
--------------------------------------------
Date: November 16, 2000
By: /s/Bruce S. Isaacman
--------------------------------------------
Bruce S. Isaacman, Director
Date: November 16, 2000
By /s/William E. McClure
--------------------------------------------
William E. McClure, Jr., Director
Date: November 16, 2000
By: /s/Robert E. Poole
--------------------------------------------
Robert E. Poole, Director
Date: November 16, 2000
By: /s/Byron M. Ream
--------------------------------------------
Byron M. Ream, Director
Date: November 16, 2000
By: /s/Robert L. Simpson
--------------------------------------------
Robert L. Simpson, Director
Date: November 16, 2000
<PAGE>
By: William S. Siverling
--------------------------------------------
William A. Siverling, Director
Date: November 16, 2000
By: /s/Frank R. Sourbeer
--------------------------------------------
Frank R. Sourbeer, Director
Date: November 16, 2000
By: /s/Donald B. Springer
--------------------------------------------
Donald B. Springer, Director
Date: November 16, 2000
By: /s/Carolyn E. Steinhauser
--------------------------------------------
Carolyn E. Steinhauser, Director
Date: November 16, 2000
By:
--------------------------------------------
Thomas W. Wolf, Director
Date: November 16, 2000
