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Registration No. 333-
Filed January 5, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Willow Grove Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
United States 23-2986-192
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Welsh and Norristown Roads
Maple Glen, Pennsylvania 19002
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(Address of Principal Executive Offices)
Willow Grove Bank 401(k) Plan and Trust
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(Full Title of the Plan)
Copies to:
Frederick A. Marcell, Jr. Hugh T. Wilkinson, Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Willow Grove Bancorp, Inc. 734 15th Street, N.W.
Welsh and Norristown Roads Washington, D.C. 20005
Maple Glen, Pennsylvania 19002 (202) 347-0300
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(Name and Address of Agent For Service)
(215) 646-5405
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(Telephone Number, Including Area Code, of
Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (2) Offering Price(2) Fee
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Common Stock,
par value
$0.01 50,000(1) $10.50 $525,000 $145.95
(1) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Willow
Grove Bank 401(k) Plan and Trust (the "Plan"). In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h). The Proposed Maximum
Offering Price Per Share is the average of the high and low prices of the
common stock, par value $0.01 per share (the "Common Stock") of Willow
Grove Bancorp, Inc. (the "Company" or the "Registrant") on the Nasdaq
National Market on January 4, 1999.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b)(3) of the
Securities Act on November 25, 1998.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the document referred to in (a)
above.
(c) The description of the Common Stock of the Company contained in
Item 1, "Description of Registrant's Securities to be
Registered" in the Company's registration statement on Form 8-A
as filed on December 21, 1998 (File No. 0-25191).
(d) All documents filed by the Company pursuant to Sections 13(a),
13(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 have been sold or which
deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be 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 or is deemed to be 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.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Willow Grove Bank (the "Bank") is a federal stock savings bank and a
wholly-owned subsidiary of the Company, a federally-chartered corporation, and
the indemnification provisions applicable to the Bank are also applicable to the
Company. Federal Regulations define areas for indemnity coverage by the Bank,
as follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be indemnified by
the Bank, as the case may be, for:
(i) Any amount for which such person becomes liable under a judgment in
such action; and
(ii) Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by such person in defending or settling such action,
or in enforcing his or her rights to indemnification if the person attains a
favorable judgment in such enforcement action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Bank shall make the indemnification provided by subparagraph (a)
in connection with any such action which results in a final judgment on the
merits in favor of such officer or director.
(ii) The Bank shall make the indemnification provided by subparagraph (a)
in case of settlement of such action, final judgment against such director or
officer or final judgment in favor of such director or officer other than on the
merits, if a majority of the disinterested directors of the Bank determines
that such a director or officer was acting in good faith within the scope of
his or her employment or authority as he or she could reasonably have
rerceived it under the circumstances and for a purpose which he or she could
reasonably have believed under the circumstances was in the best interest of
the Bank or its members.
The Company and the Bank have directors and officers liability policies
providing for insurance against certain liabilities incurred by directors and
officers of the Company and the Bank while serving in their capacities as such.
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Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement on Form
S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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4 Common Stock Certificate*
23 Consent of Independent Accountants
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
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* Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 333-63737) filed with the Commission on September 19, 1998, as
amended.
The Registrant will submit the Plan to the Internal Revenue Service ("IRS")
in order to receive a determination letter that the Plan is qualified under
Section 401 of the Internal Revenue Code, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all changes
required by the IRS in order to qualify, or continue the qualification, of the
Plan.
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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 (i) to include
any prospectus required by Section 10(a)(3) of the Securities 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities 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
bonafide 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange 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.
5. Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 Maple Glen, Commonwealth of Pennsylvania, on
this 22nd day of December 1998.
Willow Grove Bancorp, Inc.
(In organization)
By: /s/Frederick A. Marcell, Jr.
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Frederick A. Marcell, Jr.
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 dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Frederick A. Marcell, Jr. his or
her true and lawful attorney, with full power to sign for such person and in
such person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
Name Title Date
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/s/Frederick A. Marcell,Jr. President and Chief December 22, 1998
- --------------------------- Executive Officer
Frederick A. Marcell, Jr.
/s/John J. Foff, Jr.
- --------------------------- Senior Vice President and December 22, 1998
John J. Foff, Jr. Chief Financial Officer
/s/Lewis W. Hull
- --------------------------- Director December 22, 1998
Lewis W. Hull
/s/William W. Langan Chairman of the Board December 22, 1998
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William W. Langan
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Name Title Date
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/s/Stanley B. Kitzelman
- --------------------------- Director December 22, 1998
Stanley B. Kitzelman
/s/A. Brent O'Brien Director December 22, 1998
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A. Brent O'Brien
/s/William W. Weihenmayer Director December 22, 1998
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William W. Weihenmayer
/s/ J. Ellwood Kirk Director December 22, 1998
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J. Ellwood Kirk
/s/ Charles F. Kremp, 3rd Director December 22, 1998
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Charles F. Kremp, 3rd
/s/ Samuel H. Ramsey, III Director December 22, 1998
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Samuel H. Ramsey, III
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
administrator of the employee benefit plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Maple Glen, Commonwealth of Pennsylvania, on December
22, 1998.
WILLOW GROVE BANK
401(K) PLAN AND TRUST
By: /s/ Frederick A. Marcell, Jr.
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Frederick A. Marcell, Jr., on behalf of the
Willow Grove Bank as the Plan Administrator
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Exhibit 23
Consent of Independent Accountants
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Exhibit 23
[KPMG Peat Marwick LLP Letterhead]
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
December 18, 1998
Philadelphia, Pennsylvania
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