Registration No. 333-
Filed February 7, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
Willow Grove Bancorp, Inc.
_____________________________________________________________________________
(Exact Name of Registrant as Specified in its Articles of Incorporation)
United States 23-2986-192
_________________________________ ______________________________
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Welsh and Norristown Roads
Maple Glen, Pennsylvania 19002
_____________________________________________________________________________
(Address of Principal Executive Offices)
1999 Stock Option Plan
_____________________________________________________________________________
(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
_______________________________________
(Name and Address of Agent For Service)
(215) 646-5405
_______________________________________
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
_____________________________________________________________________________
Common Stock,
par value
$0.01 167,100 $9.0625(3) $1,514,343.75(3)
Common Stock,
par value
$0.01 56,987 $8.75(4) $498,636.25(4)
_______ __________ ________________
Total 224,087 $2,012,980.00 $531.43
======= ============= =======
_____________________________________________________________________________
(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 Willow Grove Bancorp, Inc. (the "Company" or the "Registrant")
1999 Stock Option Plan (the "Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, $0.01
par value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase 167,100 shares of Common Stock
which are outstanding under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 56,987 shares for
which stock options have not been granted under the Plan is equal to the
average of the high and low prices of the Common Stock of the Company on
February 1, 2000 on the Nasdaq Stock Market.
__________
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.*
________________________
* 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 Annual Report on Form 10-K for the fiscal year
ended June 30, 1999 filed with the Commission on September 28,
1999;
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), 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
received 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.
4
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 Page
--- ------- ----
4 Common Stock Certificate* - -
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) - -
23.2 Consent of Independent Accountants E-3
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). - -
99 1999 Stock Option Plan** - -
______________________________
* 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.
** Incorporated by reference from the Company's Proxy Statement on Schedule
14A as filed on June 23, 1999 (File No. 000-25191).
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
5
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
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.
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 26th day of January 2000.
Willow Grove Bancorp, Inc.
By: /s/ Frederick A. Marcell, Jr.
------------------------------------
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
__________________ ______________________ _______________
/s/ Frederick A. Marcell, Jr.
_____________________________ President and Chief January 26, 2000
Frederick A. Marcell, Jr. Executive Officer
/s/ John J. Foff, Jr. Senior Vice President January 26, 2000
____________________________ and Chief Financial
John J. Foff, Jr. Officer
____________________________ Director January __, 2000
Lewis W. Hull
/s/ William W. Langan
____________________________ Chairman of the Board January 26, 2000
William W. Langan
Name Title Date
__________________ ______________________ _______________
/s/ A. Brent O'Brien
____________________________ Director January 26, 2000
A. Brent O'Brien
/s/ William W. Weihenmayer
____________________________ Director January 26, 2000
William W. Weihenmayer
/s/ J. Ellwood Kirk
____________________________ Director January 26, 2000
J. Ellwood Kirk
/s/ Charles F. Kremp, 3rd
____________________________ Director January 26, 2000
Charles F. Kremp, 3rd
/s/ Samuel H. Ramsey, III
____________________________ Director January 26, 2000
Samuel H. Ramsey, III
/s/ Elizabeth H. Gemmill
____________________________ Director January 26, 2000
Elizabeth H. Gemmill
Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
_________
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE Telephone: (202) 347-0300 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN Facsimile: (202) 347-2172 KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES
JOHN P. SOUKENIK* ERIC M. MARION
GERALD F. HEUPEL, JR. DANIEL R. KLEINMAN*
JEFFREY A. KOEPPEL
DANIEL P. WEITZEL
PHILIP ROSS BEVAN OF COUNSEL
HUGH T. WILKINSON
ALLIN P. BAXTER
February 4, 2000 JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
VIA EDGAR
Board of Directors
Willow Grove Bancorp, Inc.
Welsh and Norristown Roads
Maple Glen, Pennsylvania 19002
Re: Registration Statement on Form S-8
224,087 Shares of Common Stock
Gentlemen:
We are special counsel to Willow Grove Bancorp, Inc., a United States
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 224,087 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 1999 Stock Option Plan (the "Plan") upon the exercise of
stock options and/or appreciation rights (referred to as "Option Rights").
The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the Plan to adjust the number
of shares reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Articles of Incorporation and Bylaws of the
Corporation, the Plan, a specimen stock certificate evidencing the Common
Stock of the Corporation and such other corporate records and documents
as we have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights
are exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) the Option Rights are exercised in accordance with their
terms and the exercise price therefor is paid in accordance with the terms
thereof; (iv) no change occurs in applicable law or the pertinent facts; and
(v) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the Plan and
upon receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
----------------------------
Hugh T. Wilkinson, a Partner
Exhibit 23.2
Consent of Independent Accountants
Exhibit 23.2
The Board of Directors
Willow Grove Bancorp, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Philadelphia, Pennsylvania
February 3, 2000
