As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3D
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Pennsylvania 6306 23-3028464
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(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code No.)
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
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(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
Edward J. Molnar
President and Chief Executive Officer
Harleysville Savings Financial Corporation
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
Kenneth B. Tabach, Esq.
Eric M. Marion, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ X ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Amount to Proposed Maximum Proposed Maximum
Title of Each Class of be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 367,060 $14.375(2) $5,276,487.50 $1,393
=========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Based upon the average of the high and low sales prices of a share of
Common Stock as reported by the Nasdaq Stock Market on June 5, 2000
pursuant to Rule 457(c) of the Securities Act of 1933.
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Prospectus
Harleysville Savings Financial Corporation
Dividend Reinvestment and Stock Purchase Plan
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367,060 Shares
Common Stock
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This prospectus relates to 367,060 authorized but unissued shares of
common stock of Harleysville Savings Financial Corporation, being offered to the
stockholders of the Company in connection with the Company's Dividend
Reinvestment and Stock Purchase Plan. It is suggested that this prospectus be
retained for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
These securities are not savings accounts, deposits or obligations of
any bank and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency.
The date of this prospectus is June 9, 2000.
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TABLE OF CONTENTS
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Page
Where You Can Find More Information.........................................1
The Company and the Bank....................................................2
Harleysville Savings Financial Corporation Dividend Reinvestment and
Stock Purchase Plan.......................................................2
Purpose................................................................2
Administration.........................................................3
Participation..........................................................4
Optional Cash Payments.................................................5
Purchases..............................................................6
Costs..................................................................7
Reports to Participants................................................8
Cash Dividends.........................................................8
Stock Splits, Stock Dividends and Rights Offerings.....................8
Stock Certificates.....................................................8
Withdrawal From the Plan...............................................9
Other Information.....................................................10
Use of Proceeds............................................................12
Market Prices of the Company's Common Stock and Dividends..................13
Description of Common Stock................................................14
Experts....................................................................14
Legal Opinion..............................................................14
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's web site
at http://www.sec.gov. You may also read and copy any documents we file with the
SEC at its public reference facilities at 450 Fifth Street, NW, Washington, DC
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You
can also obtain copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference facilities. Our SEC filings are also available
at the office of the Nasdaq National Market. For further information on
obtaining copies of our public filings at the Nasdaq National Market, you should
call (212) 656-5060.
We have filed with the SEC a registration statement on Form S-3
(together with all amendments thereto, the "registration statement"), of which
this prospectus is a part, under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Dividend Reinvestment and Stock Purchase
Plan which is discussed in this prospectus. This prospectus does not contain all
of the information set forth in the registration statement, certain portions of
which have been omitted as permitted by the rules and regulations of the SEC.
For further information with respect to us and the Dividend Reinvestment and
Stock Purchase Plan, reference is made to the registration statement, including
its exhibits. The registration statement may be inspected without charge at the
principal office of the SEC in Washington, D.C., and copies of all or part of it
may be obtained from the SEC upon payment of the prescribed fees.
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus and information that we file
subsequently with the SEC will automatically update this prospectus. We
incorporate by reference the documents listed below and any filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
initial filing of the registration statement that contains this prospectus and
prior to the time that we sell all the securities offered by this prospectus:
o Current Report on Form 8-K filed with the SEC on February 24, 2000,
containing the financial statements of Harleysville Savings Bank for
the year ended September 30, 1999.
o Quarterly Reports on Form 10-Q for the quarters ended December 31, 1999
and March 30, 2000.
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning us at the following address:
271 Main Street, Harleysville, Pennsylvania 19438, Attention: Corporate
Secretary, telephone (215) 256-8828.
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THE COMPANY AND THE BANK
Harleysville Savings Financial Corporation (the "Company"), a
Pennsylvania corporation, was formed in connection with the reorganization of
Harleysville Savings Bank (the "Bank") to the holding company form of ownership
in February 2000. The Bank, a Pennsylvania-chartered stock savings bank, was
originally chartered in 1915 and in August 1987 converted to a stock charter.
Since its chartering, the Bank has been a member of the Federal Home Loan Bank
System. Its savings accounts are insured up to applicable limits by the FDIC
under the Savings Association Insurance Fund. The Bank is subject to regulation
by the FDIC and the Pennsylvania Department of Banking.
The Bank is primarily engaged in attracting deposits from the general
public and originating loans secured by residential and other real estate. The
Bank also makes consumer loans. Harleysville Savings Bank also invests in
obligations of the United States Government and federal agencies, and other
investments as permitted by applicable laws and regulations. The Bank conducts
its business through its home office in Harleysville, Pennsylvania and three
full-service branch offices located in Montgomery County, Pennsylvania.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
In October 1994, the Board of Directors of the Bank adopted this plan,
which was adopted by the Company in connection with the reorganization of the
Bank in February 2000. Under the plan, shares of the Company's authorized but
unissued common stock, par value $.01 per share, are available for issuance and
sale to the stockholders of the Company. The plan also allows for the purchase
of the Company's common stock in the open market. The plan will be in effect
until amended, altered or terminated. The Company has reserved 367,060 shares of
its common stock for issuance and sale under the plan pursuant to this
prospectus. The plan is set forth below as a series of questions and answers
explaining its significant aspects.
Participants are cautioned that the plan does not represent a change in
the Company's dividend policy or a guarantee of future dividends. Payments of
future dividends will continue to depend on the Company's earnings, financial
and regulatory requirements and other factors.
PURPOSE
1. What is the purpose of the plan?
The purpose of the plan is to provide participants with a
simple and convenient method of reinvesting cash dividends paid on shares of
common stock of the Company and investing optional cash payments in shares of
common stock issued by the Company without payment of any brokerage commission
or service charge. Shares of common stock purchased under the plan by
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participants may either be issued by the Company or, subject to applicable
regulatory requirements, purchased by the Company in the open market.
The plan offers participants the following options: (a) to have some or
all the cash dividends on the shares of common stock registered in the name of a
participant automatically reinvested in common stock of the Company, or (b) to
have cash dividends on some of the shares of common stock registered in the name
of a participant automatically reinvested, while continuing to receive cash
dividends on other shares, and (c) to allow cash contributions by a participant
of not less than $250 nor more than $2,500 per quarter to be invested in the
purchase of additional shares of common stock, with all dividends on such
additional shares of common stock to be reinvested in the common stock of the
Company.
2. What are the advantages of the plan?
Participants may have cash dividends on shares of common stock
credited to their plan account automatically reinvested in additional shares of
common stock, without payment of any service charges or brokerage commissions.
Participants also may invest in additional shares of common
stock by making voluntary cash payments, within specified limits, without
payment of any service charges or brokerage commissions.
The Participants will obtain full investment use of funds,
because the plan provides for fractional shares as well as whole shares to be
credited to the Participants' accounts. Fractional shares earn dividends just
like whole shares when held in the plan account.
The Participant may avoid cumbersome safekeeping and record
keeping costs through the free custodial and reporting services provided by the
plan. Shares will be held in "Book Entry" form and regular statements of
accounts are provided by the plan administrator.
The Participant benefits because the Company pays all
administrative costs of the plan.
The plan is entirely voluntary. You may join or terminate your
participation by giving written notice to the plan administrator.
ADMINISTRATION
3. Who administers the plan for participants?
Registrar and Transfer Company, the plan administrator,
administers the plan for participants by maintaining records, sending statements
of account to participants and performing
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other duties relating to the plan. Shares of common stock purchased under the
plan are registered in the name of the plan administrator's nominee as agent,
for participants in the plan.
PARTICIPATION
4. Who is eligible to participate?
Each shareholder who has shares of common stock of the Company
registered in his or her own name is eligible to participate in the plan.
Any person whose common stock is registered in a name other
than his or her own (e.g. in the name of a broker, bank or other nominee) and
who desires to participate in the plan must either become a holder of record by
having such securities transferred into his or her own name or make appropriate
arrangements with his or her broker, bank or other nominee and the plan
administrator. In general, a nominee holding common stock on behalf of a
beneficial owner may participate in and make elections under the plan with
respect to such common stock of such beneficial owner in the same manner as the
beneficial owner could (and subject to the same limitations and conditions) if
such beneficial owner held such common stock in his or her own name.
Stockholders who reside in jurisdictions in which it is
unlawful for Harleysville Savings Financial Corporation to permit their
participation are not eligible to participate in the plan.
A stockholder's participation in the plan will be prohibited
to the extent such participation would cause his or her beneficial ownership of
the Company's common stock to exceed 10% of the issued and outstanding shares,
unless such stockholder has previously received regulatory approval to exceed
such limit of stock ownership.
5. How does an eligible stockholder participate?
To participate in the plan, a stockholder must complete an
Authorization Form and return it to the plan administrator. An Authorization
Form is enclosed with the prospectus regarding the plan. Additional copies of
the Authorization Form will be provided from time to time to the holders of the
Company's Common Sock, and may be obtained at any time by written request to
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016,
Attn.: Stock Transfer Department.
6. When may an eligible stockholder join the plan?
A stockholder may join the plan at any time. If the
Authorization Form is received by the plan administrator on or before the record
date for a dividend payment, and the participant elects to reinvest the
dividends in shares of common stock, such reinvestment of dividends will begin
with the dividend payment.
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See Question 10 below for information concerning the investment of
optional cash payments.
7. What does the Authorization Form provide?
The Authorization Form directs the Company to pay to the plan
administrator for the account of the participating stockholder some or all of
the dividends on the shares registered in his or her name which are included in
the plan, as well as on the shares credited to his account under the plan, and
all dividends paid on such shares which are held by the plan for the
participant. It also appoints the plan administrator (or such other plan
administrator as the Company may from time to time designate) as agent for the
stockholder and directs such agent to apply all such dividends, and any optional
cash payments the stockholder may make as a participant, to the purchase of
additional shares of common stock in accordance with the terms and conditions of
the plan.
8. May a stockholder have dividends reinvested under the plan with respect to
less than all of the shares of common stock registered in that stockholder's
name?
Yes. Participants may indicate on the card the number of full
shares desired to be participated in the plan, with the dividends on such shares
to be reinvested under the plan. Participants will continue to receive the
dividends on the remaining shares. However, a stockholder who has shares of
common stock registered in more than one name, for example, some registered in
the name of "John Smith" and others registered in the name of "J. Smith", may
elect to participate in the plan for each registration in order to reinvest cash
dividends paid on all of his shares of common stock.
OPTIONAL CASH PAYMENTS
9. How do optional cash payments work?
If a stockholder participant chooses to participate by
optional cash payments, the plan administrator will apply any optional cash
payment received by the plan administrator from the participant to the purchase
of shares of common stock for the participant's account. Dividends payable on
shares of common Stock purchased with optional cash payments will be
automatically reinvested in shares of common stock; however, all shares
registered under the participant's name will be aggregated for the purposes of
making optional cash payments so that no shareholder may invest more than $2,500
per quarter to purchase additional shares under the plan.
10. How are optional cash payments made?
An initial optional cash payment may be made by a participant
when enrolling by enclosing a check for not less than $250 nor more than $2,500
with the Authorization Form. Checks should be made payable to Registrar and
Transfer Company and returned along with the Authorization Form in the envelope
provided. Thereafter, optional cash payments may be made
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each quarter by sending to the plan administrator the participant's check for
not less than $250 nor more than $2,500, together with the account
identification stub furnished by the plan administrator, with such payment to be
received by the plan administrator no more than 30 days before the next
investment date.
The election to make optional cash payments is available to each
participant. Optional cash payments by a participant must be at least $250 per
calendar quarter and cannot exceed a total of $2,500 in any calendar quarter.
The same amount of money need not be sent each quarter and there is no
obligation to make an optional cash payment.
11. When will optional cash payments received by the plan administrator be
invested?
Optional cash payments will be invested on the investment date as
defined in Question 12 below. Optional cash payments received by the plan
administrator less than five business days before a given investment date will
be returned to the participant by the plan administrator. Since no interest will
be paid by the Company or the plan administrator on optional cash payments,
participants are urged to make optional cash payments shortly before the
investment date. However, participants should allow sufficient time to insure
that an optional cash payment will be received at least five business days
before the investment date. Participants may request in writing that the plan
administrator return all or a portion of their uninvested optional cash payments
at any time up to five business days before the investment date. Any optional
cash payment received more than 30 days before an investment date will be
returned.
PURCHASES
12. When will purchases be made?
Purchases under the plan will be made during each calendar quarter on
each "investment date," which will be the close of business on the dividend
payment date or as soon as practicable thereafter. Dividends when declared, are
generally paid four weeks after the fourth Wednesday of January, April, July and
October. The corresponding record dates are generally about two weeks prior to
the dividend payment date.
13. How many shares of common stock will be purchased for participants?
The number of shares purchased for a participant shall be determined by
dividing the amount of dividends and/or optional cash payments in the account of
each participant available for investment on the investment date by the purchase
price per share on such date. If the funds available from participants are not
sufficient to purchase an exact number of shares, participants' plan accounts
will be credited with fractional shares computed to four decimal places, which
will earn proportionate dividends as declared. Participants may not specify the
number of shares to be purchased on a given investment date.
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14. At what price will shares of common stock be purchased under the plan?
For purchases of shares of common stock in the open market, or in
negotiated transactions, the purchase price will be the pro rata share of the
prices actually paid for the shares (excluding brokerage commissions, if any) at
the time such purchases are made. For shares of common stock purchased from the
Company, the purchase price will be the fair market value of the stock as of the
applicable investment date which will be the average of the lowest bid and asked
prices per share for the ten (10) trading days preceding the relevant investment
date as reported by one or more brokerage firms selected by the plan
administrator which then make a market in the Company's common stock.
15. May dividends on shares purchased through the plan be sent directly to the
beneficial owner?
No. The purpose of the plan is to provide the participant with a
convenient method of purchasing shares of common stock and to have the dividends
on those shares reinvested. Accordingly, dividends paid on shares held in the
plan will be automatically reinvested in additional shares of common stock
unless and until the participant elects to terminate participation in the plan
as to any or all shares in the plan. See question 22 below. In the event a
shareholder withdraws a portion of his shares from the plan, dividends will
continue to be reinvested in shares of common stock on the common stock
remaining in the plan.
16. Will the plan have a dilutive effect on the Company's book value per share?
Possibly. The issuance of common stock purchased with reinvested
quarterly cash dividends will have a dilutive effect on the book value per share
of the Company's common stock if such shares are issued at a price below the
then prevailing book value of the common stock. The exact amount of such
dilution will depend upon the number of shares issued under the plan and the
issue price of such shares. All stockholders have the right to participate in
the plan and reinvest cash dividends in common stock of the Company and make
limited optional cash payments under the plan.
COSTS
17. Are there any expenses to participants in connection with purchases of
common stock from the Company under the plan?
No. All costs or expenses arising out of the purchase of shares
pursuant to the plan, including the plan administrator's fees, will be paid by
the Company. There will be no brokerage fees for shares purchased from the
Company under the plan.
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REPORTS TO PARTICIPANTS
18. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase for his account, a
participant will receive a statement of account from the plan administrator.
These statements are a participant's continuing record of the cost of shares
purchased and the number of shares acquired, and should be retained for tax
purposes.
CASH DIVIDENDS
19. Will participants be credited with dividends on shares held in their
account under the plan?
Yes. A participant's account will be credited with dividends on shares
held in his account. The plan administrator will reinvest the dividends in
additional shares of common stock.
STOCK SPLITS, STOCK DIVIDENDS, AND RIGHTS OFFERINGS
20. What is the effect of a stock split, stock dividend or rights offering by
the Company under the plan?
Any stock dividend or stock split declared by the Company on
shares held by the plan administrator for a participant will be credited to a
participant's account without charge. In the event that the Company makes
available to its shareholders the right to purchase additional shares,
debentures or other securities, such rights accruing on the shares held by the
plan administrator for a participant will be sold and the proceeds of the sale
will be promptly applied to the purchase of additional shares of the Company for
the participant's account. If, however, a participant wishes to exercise such
rights, he may, by written request received by the plan administrator prior to
the record date for such rights, obtain a certificate for the full shares in the
participant's account so that such rights to purchase additional shares accruing
to those certificates will flow directly to the participant.
STOCK CERTIFICATES
21. Will stock certificates be issued for shares of common stock purchased?
Normally, certificates for common stock purchased under the
plan will not be issued to participants. The number of shares credited to an
account under the plan will be shown on the participant's statement of account.
A participant may receive certificates for full shares
accumulated in his account under the plan by sending a written request to the
plan administrator. Participants may request periodic issuance of certificates
for all full shares in the account. When certificates are issued to the
participant, future dividends on such shares will be treated in accordance with
the participant's
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instructions as indicated on the Authorization Form. Any remaining shares will
continue to be reflected in the participant's account.
A participant's rights under the plan and shares credited to the
account of a participant under the plan may not be pledged. A participant who
wishes to pledge such shares must request that certificates for such shares be
issued in his name.
Accounts under the plan are maintained in the names in which the
certificates of participants were registered at the time they entered the plan.
Consequently, certificates for whole shares will be similarly registered when
issued.
WITHDRAWAL FROM THE PLAN
22. Is the plan entirely voluntary and may a participant withdraw at any time?
In order to withdraw a portion or all of his shares from the plan or
change his investment election, a participant must notify the plan administrator
in writing that he wishes to make such a withdrawal or such a change. When a
participant withdraws a portion or all of his shares from the plan or upon
termination of the plan by the Company, certificates for whole shares credited
to each participant's account under the plan will be issued. Upon withdrawal
from the plan, a participant will receive a cash payment equal to the value of
any fractional plan share at the time of his or her withdrawal
from the plan.
In order to fund the cash payment for a fractional share, the plan
administrator will establish a special account. This special account will
purchase fractional shares from any participant wishing to withdraw his shares.
As the fractional shares in the special account accumulate and add up to whole
shares, the plan administrator will cause the shares in the special account to
be sold for cash on the open market. This cash will be used to fund the cash
payments to plan participants for the fractional shares.
The sale of the plan shares to fund the cash payment will be made as
soon as practicable but not later than ten business days after appropriate
notices or instructions have been received by the plan administrator. Proceeds
from the sale of plan shares will be mailed to participants by the plan
administrator within ten business days of such sales, or as soon as practicable
thereafter.
Participants will be required to pay a $5.00 termination fee by check
to the plan administrator prior to the plan administrator's processing of a
termination request. Except to fund cash payments for fractional share
interests, or when less than five shares are left in a participant's account,
the plan administrator will not sell any shares for the account of participants
under the plan. If a participant's account holds less than five shares, the plan
administrator will terminate the account and deduct a $5.00 fee from the amount
then payable to a participant.
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If a written request from a participant to withdraw and stop dividend
reinvestment is received by the plan administrator at least five days prior to
the record date for a dividend, reinvestment of such participant's dividends
will be terminated on the date of receipt of such notice by the plan
administrator. Also, such dividend and all subsequent dividends will be paid to
the participant by check, except that dividends on shares in the participant's
account which are not withdrawn will continue to be reinvested (see below).
If a withdrawal request is received on or after the five days prior to
a record date for a dividend, such dividend will be invested for the
participant's account under the plan and the withdrawal or change effected
thereafter. If a request to withdraw and to stop investment of optional payments
is received by the plan administrator at least five business days before the
next investment date, any uninvested optional cash payments then held in such
participant's account will not be reinvested and will be returned to the
participant. If the withdrawal request is received less than five business days
before such investment date, any such optional cash payment then held in a
participant's account will be reinvested for the participant's account, and the
withdrawal or change effected thereafter.
A participant who terminates the reinvestment of dividends paid on
shares registered in his name may leave in the plan the shares acquired pursuant
thereto. Dividends paid on the shares left in the plan will continue to be
automatically reinvested for his account. The participant may also continue to
make optional cash payments.
OTHER INFORMATION
23. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all shares of common stock registered in
his name (other than shares credited to his account under the plan), the plan
administrator will continue to reinvest the dividends on the shares credited to
his account under the plan until such participant withdraws from the plan;
provided, however, that if following such a disposition of stock a participant's
account under the plan contains less than five shares of common stock, then at
the Company's election, a certificate will be issued for the full shares in the
account, any fractional shares in the account will be sold and the proceeds paid
to the participant, and the account will be terminated. A $5.00 termination fee
will be deducted from the proceeds.
24. How will a participant's shares held under the plan be voted at meetings of
stockholders?
Shares credited to the account of a participant under the plan (other
than fractional shares) will be automatically added to the shares covered by the
proxy sent to the stockholder with respect to his other shares in the Company
and may be voted by such holder pursuant to such proxy.
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25. What are the income tax consequences of participation in the plan?
In general, a participant in the plan has the same Federal and state
income tax obligations with respect to dividends credited to his account under
the plan as other holders of shares of common stock who elect to receive cash
dividends directly. A participant is treated for income tax purposes as having
received, on the dividend payment date, a dividend in an amount equal to the
fair market value of the common stock credited to his account under the plan,
even though that amount was not actually received by the participant in cash
but, instead, was applied to the purchase of additional shares for his
account.
The basis of each share credited to a participant's account pursuant to
the dividend reinvestment aspect of the plan is the fair market value of the
common stock, and the holding period for such shares begins on the day following
the dividend payment date. The basis of the shares credited to a participant's
account pursuant to the optional cash investment aspect of the plan is the
amount paid by the participant to acquire the shares. The holding period for
such shares begins on the day following the investment date.
Brokerage commissions and service charges paid on behalf of
participants will be treated as distributions to participants which are subject
to income taxes in the same manner as dividends. Amounts paid for participants
to cover service charges may be deductible if a participant's deductions are
itemized on federal income tax returns, and amounts paid for brokerage
commissions will be includible in the cost basis of shares purchased. Dividends
paid on accumulated shares and the amount of brokerage commissions and service
charges paid by the Company on behalf of each participant will be included in an
annual information return to the Internal Revenue Service and a copy of such
return will be sent to each participant or the information included therein will
be shown on the participant's final statement for the year.
The receipt by a participant of certificates representing whole shares
previously credited to his account under the plan upon withdrawal from the plan
or pursuant to the request of the participant will not result in the recognition
of taxable income. A participant will recognize a gain or loss when fractional
shares are sold on behalf of the participant upon withdrawal from the plan or
when the participant sells shares after the participant's withdrawal from the
plan.
Each shareholder should consult his or her own tax adviser regarding
the income tax effect of participation in the plan as to such shareholder.
26. What are the responsibilities of the Company under the plan?
The Company and the plan administrator in administering the
plan will not be liable for any act done in good faith or for the good faith
omission to act, including, without limitation, any claim of liability arising
out of failure to terminate a participant's account upon such participant's
death or judicially declared incompetency prior to receipt by the plan
administrator of notice in writing of such death or incompetency or with respect
to the prices at which shares are purchased
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<PAGE>
for the participant's account, and the times when such purchases are made, or
with respect to any loss or fluctuation in the market value after purchase of
shares.
27. Who bears the risk of market price fluctuations in the common stock?
A participant's investment in shares acquired under the plan is not
different from direct investment in shares of the Company. The participant bears
the risk of loss and realizes the benefits of any gain from market price changes
with respect to all such shares held by him in the plan, or otherwise.
28. May the plan be changed or discontinued?
The plan may be amended, suspended, modified or terminated at any time
by the Board of Directors of the Company without the approval of the
participants. Notice of any such suspension or termination or material amendment
or modification will be sent to all participants, who shall at all times have
the right to withdraw from the plan.
The Company or the plan administrator may terminate a stockholder's
individual participation in the plan at any time by written notice to the
stockholder. In such event, the plan administrator will request instructions
from the participant for disposition of the shares in the account. If the plan
administrator does not receive instructions from the participant, it will send
the participant a certificate for the number of full shares held for the
participant under the plan and a check for any fractional share.
USE OF PROCEEDS
The net proceeds from the sale of common stock offered pursuant to the
plan will become part of the Company's general funds for working capital
purposes and investment in the various areas of business in which it is then
engaged.
12
<PAGE>
MARKET PRICES OF THE COMPANY'S
COMMON STOCK AND DIVIDENDS
The Company's common stock is traded on the Nasdaq Stock
Market, National Market System under the symbol "HARL". The following table sets
forth information for the two fiscal years ended September 30, 1999 regarding
market prices of the Company's common stock and dividends paid thereon.
<TABLE>
<CAPTION>
Dividends
Closing Price Per
High(1) Low(2) Share (1)(2)
--------------- ---------- -------------
<S> <C> <C> <C>
For the Quarter Ended
September 30, 1997 $20.81 $ 16.31 $ .08
December 31, 1997 22.69 19.13 .08
March 31, 1998 23.35 20.63 .08
June 30, 1998 26.25 22.69 .08
September 30, 1998 24.56 22.04 .08
December 31, 1998 22.59 17.63 .09
March 31, 1999 18.63 15.66 .09
June 30, 1999 17.00 15.00 .09
September 30, 1999 16.13 14.00 .09
</TABLE>
----------------------------
(1) Market prices and dividends per share are adjusted for stock dividends
and splits effected through September 30, 1999.
(2) By regulation, certain restrictions are placed on the corporation's
ability to declare or pay cash dividends as discussed.
13
<PAGE>
DESCRIPTION OF COMMON STOCK
The Company is presently authorized to issue 15,000,000 shares of
common stock, par value $.01 per share. As of the date of this prospectus there
are a total of 2,272,618 shares of common stock outstanding. In addition, there
are a total of 187,335 shares of common stock reserved for issuance pursuant to
stock options granted or available for grant under the Company's stock option
plans. The Company's board of Directors may approve the issuance of additional
authorized shares from time to time without the approval of the stockholders.
Each share of common stock is entitled to one vote at any meeting of
stockholders. Stockholders have not preemptive rights with respect to any
additional shares which may be issued. The common stock is not subject to call
or redemption. In the unlikely event of liquidation of the Company and after
payment of all liabilities and all amounts remaining in a special liquidation
account established by the Bank, holders of the common stock will be entitled to
receive any remaining assets of the Company.
Each share of common stock has the same relative rights and is
identical in all respects. The common stock offered hereby will be fully paid
and nonassessable. The common stock cannot and will not be insured by the
Federal Deposit Insurance Corporation.
EXPERTS
The consolidated financial statements of Harleysville Savings Bank
incorporated by reference in this prospectus from the Bank's Annual Report on
Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
LEGAL OPINION
The legality of the common stock to be issued pursuant to the plan will
be passed upon for Harleysville Savings Financial Corporation by Elias, Matz,
Tiernan & Herrick L.L.P., Washington, D.C.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee............................... $ 1,393
Legal Fees and Expenses............................ 4,000
Accounting Fees and Expenses....................... 4,000
Printing Fees and Expenses......................... 2,000
Miscellaneous...................................... 607
TOTAL: .................................... $12,000
======
Item 15. Indemnification of Directors and Officers.
Article VI of the Company's Bylaws provides as follows:
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
II-1
<PAGE>
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 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 Section 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 Section 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
Section VI.
II-2
<PAGE>
6.7 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director or officer provided in this Section 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 Section 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.
The Company carries a liability insurance policy for its officers and
directors.
Item 16. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
23.1 Consent of Deloitte & Touche
23.2 The consent of Elias, Matz, Tiernan & Herrick L.L.P. is contained
in their opinion filed as Exhibit 5 to this Registration Statement
Item 17. Undertakings.
The undersigned Registrant hereby undertakes 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
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes 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.
II-3
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Commonwealth of Pennsylvania on the 8th day of June 2000.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
By: /s/ Edward J. Molnar
--------------------
Edward J. Molnar
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 of the directors and/or officers of
Harleysville Savings Financial Corporation whose signature appears below hereby
appoints Edward J. Molnar, as his or her attorney-in-fact to sign in his or her
name and behalf, in any and all capacities stated below and to file with the
Securities and Exchange Commission any and all amendments, including
post-effective amendments, to this Registration Statement on Form S-3, making
such changes in the Registration Statement as appropriate, and generally to do
all such things in their behalf in their capacities as directors and/or officers
to enable Harleysville Savings Financial Corporation to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Name Title Date
-------------------------- ------------------------ ----------------
/s/ Edward J. Molnar President, Chief Executive June 8, 2000
---------------------- Officer and Director
Edward J. Molnar
/s/ Brendan J. McGill Senior Vice President, June 8, 2000
------------------------ Treasurer and Chief
Brendan J. McGill Financial Officer
II-4
<PAGE>
Name Title Date
-------------------------- ------------------------ ----------------
/s/ Sandford A. Alderfer Director June 8, 2000
--------------------------
Sandford A. Alderfer
/s/ Paul W. Barndt Director June 8, 2000
-------------------
Paul W. Barndt
/s/ Philip A. Clemens Director June 8, 2000
--------------------------
Philip A. Clemens
/s/ Mark R. Cummins Director June 8, 2000
-------------------
Mark R. Cummins
/s/ David J. Friesen Director June 8, 2000
-------------------------
David J. Friesen
/s/ George W. Meschter Director June 8, 2000
--------------------------
George W. Meschter
II-5
<PAGE>
Exhibit Index
Exhibit No. Description Location
----------- ------------ --------
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. E-1
23.1 Consent of Deloitte & Touche E-3
23.2
The consent of Elias, Matz, Tiernan & Herrick L.L.P. is --
contained in their opinion filed as Exhibit 5 to this
Registration Statement
