Registration No. 333-_____
Filed May 31, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 23-3028464
------------------------ --------------------------------
(State of incorporation) (IRS Employer Identification No.)
271 Main Street
Haryleysville, Pennsylvania 19438
------------------------------------------------
(Address of principal executive offices, including zip code)
EMPLOYEE STOCK COMPENSATION PROGRAM
1995 STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------
(Full Title of the Plans)
Edward J. Molnar, President and Copies to:
Chief Executive Officer Kenneth B. Tabach, Esq.
Harleysville Savings Financial Corporation Eric M. Marion, Esq.
271 Main Street Elias, Matz, Tiernan &
Harleysville, Pennsylvania 19438 Herrick L.L.P.
(215) 256-8828 734 15th Street, N.W.
------------------------------------------ Washington, D.C. 20005
(Name, address, and telephone number (202) 347-0300
of agent for service)
Page 1 of 47 Pages
Index to Exhibits is located on page 6.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 58,725(2) $14,375(3) $ 844,171.87(3) $222.86
Common Stock, par
value $0.01 128,610(4) 11.667(5) 1,500,492.87(5) 396.13
------- ------------ ------
Total 187,335 $2,344,664.74 $618.99
======= ============ ======
--------------------------------------------------------------------------------------------------------------
</TABLE>
(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
Harleysville Savings Financial Corporation ("Company" or "Registrant") Employee
Stock Compensation Program ("Compensation Program"), the 1995 Stock Option Plan
("Option Plan") and the 1995 Employee Stock Purchase Plan ("1995 Purchase 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 17,873 shares currently reserved for issuance pursuant to the
Option Plan for which options have not been granted and 40,852 shares currently
reserved for issuance pursuant to the 1995 Purchase Plan.
(3) 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 is equal to the average of the high and low
prices of the Common Stock of the Company on May 24, 2000 on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National Market
System.
(4) Represents 584 shares reserved for issuance pursuant to the Compensation
Program and 128,026 shares reserved for issuance pursuant to the Option Plan for
which options to purchase common stock have been granted under the plans.
(5) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities
Act. The Proposed Maximum Offering Price Per Share is equal to the weighted
average exercise price for the options which are outstanding under the
Compensation Program and the Option Plan as of the date hereof.
--------------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.
2
<PAGE>
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 containing
audited financial statements of Harleysville Savings Bank for the year
ended September 30, 1999, included as Exhibit 99.2 to the Company's
Current Report on Form 8-K, dated February 24, 2000, filed with the
Commission (Commission File No. 000-29709);
(b) All reports filed by the Company pursuant to Sections
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
financial statements in the Form 8-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company
contained in the Company's Current Report on Form 8-K filed with the
Commission on February 24, 2000; and
(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.
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.
3
<PAGE>
Item 6. 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 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.
4
<PAGE>
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.
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 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
5
<PAGE>
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
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 E - 1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Deloitte & Touche E - 3
24 Power of attorney for any subsequent --
amendments (located in the signature pages)
99.1 Employee Stock Compensation Program E - 4
99.2 1995 Stock Option Plan E - 19
99.3 1995 Employee Stock Purchase Plan E - 29
---------------------
* Incorporated by reference from the Company's Current Report on Form 8-K
(Commission File No. 0-29709) filed with the Commission on February 24, 2000.
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
6
<PAGE>
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 end 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 to 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the 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 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 expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
<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-8 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 May 30, 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 person whose signature appears below
hereby makes, constitutes and appoints Edward J. Molnar 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/ Edward J. Molnar President, Chief Executive May 30, 2000
---------------------- Officer and Director
Edward J. Molnar
/s/ Brendan J. McGill Senior Vice President, May 30, 2000
------------------------ Treasurer and Chief
Brendan J. McGill Financial Officer
8
<PAGE>
Name Title Date
-------------------------- -------------------------- ----------------
May 30, 2000
/s/ Sandford A. Alderfer Director
--------------------------
Sandford A. Alderfer
May 30, 2000
/s/ Paul W. Barndt Director
-------------------
Paul W. Barndt
/s/ Philip A. Clemens Director May 30, 2000
--------------------------
Philip A. Clemens
/s/ Mark R. Cummins Director May 30, 2000
-------------------
Mark R. Cummins
/s/ David J. Friesen Director May 30, 2000
-------------------------
David J. Friesen
/s/ George W. Meschter Director May 30, 2000
--------------------------
George W. Meschter
9
