Registration No. 33-_____
Filed April 25, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROGRESS FINANCIAL CORPORATION
(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 23-2413363
(State of incorporation) (IRS Employer Identification No.)
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices, including zip code)
1993 STOCK INCENTIVE PLAN
1993 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
Copies to:
Jeffrey D. Haas, Esq.
W. Kirk Wycoff, President & CEO Kenneth B. Tabach, Esq.
Progress Financial Corporation Elias, Matz, Tiernan & Herrick L.L.P.
Plymouth Meeting Executive Campus 734 15th Street, N.W.
600 West Germantown Pike Washington, D.C.
Plymouth Meeting, Pennsylvania 19462 (202) 347-0300
(610) 825-8800
(Name, address, and telephone number
of agent for service)
Page 1 of 15 pages
Index to Exhibits is located on page 5.
CALCULATION OF REGISTRATION FEE
<TABLE>
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 $1.00 166,500 $3.56(3) $592,740(3) $204.39
Common Stock, par
value $1.00 59,988 $4.50(4) $296,946(4) $ 93.09
Total 226,488(2) $862,686 $297.48
</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 Progress Financial Corporation ("Company" or "Registrant") 1993
Stock Incentive Plan ("1993 Plan") and the 1993 Directors' Stock Option
Plan ("Directors Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock, $1.00 par value per
share ("Common Stock"), of the Company.
(2) Represents 176,488 and 50,000 shares currently reserved for issuance
pursuant to the 1993 Plan and the Directors Plan, respectively.
(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 127,500 and 39,000 shares of Common Stock
which are outstanding under the 1993 Plan and the Directors Plan,
respectively 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 48,988 and 11,000 shares
for which stock options have not been granted under the 1993 Plan and the
Directors Plan, respectively is equal to the average of the closing sales
prices of the Common Stock of the Company on April 19, 1995 on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National
Market System.
__________________________
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. (SECTION) 230.462.
<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 Annual Report on Form 10-K of the Company for
the year ended December 31, 1994;
(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 Company's Annual Report on Form
10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form S-1
(Commission File No. 33-59218) filed with the Commission
on March 8, 1993;
(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.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
sets forth circumstances under which directors, officers, employees and
agents may be insured or indemnified against liability which they may incur
in their capacity as such. The Certificate of Incorporation and Bylaws of
the Company provide that the directors, officers, employees and agents of
the Company shall be indemnified to the full extent permitted by law. Such
indemnity shall extend to expenses, including attorney's fees, judgments,
fines and amounts paid in the settlement, prosecution or defense of the
foregoing actions. Section 102(b)(7) of the DGCL sets forth circumstances
which a director's personal liability to a corporation or its stockholders
for money damages for breach of fiduciary duty as a director may be
eliminated or limited. The Certificate of Incorporation provides for the
limitation of personal liability of directors to stockholders for monetary
damages to the Company or its stockholders for such director's breach of
fiduciary duty as a director of the Company to the full extent permitted by
law.
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.
<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 Coopers & Lybrand, L.L.P. E-3
23.3 Consent of KMPG Peat Marwick LLP E-4
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 1993 Stock Incentive Plan* --
99.2 1993 Directors' Stock Option Plan* --
* Incorporated by reference from the Company's Registration
Statement on Form S-1 (Commission File No. 33-59218) filed with the
Commission on March 8, 1993.
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, 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 by the
Registrant pursuant to Section 13 or Section 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 questions 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.
<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 city of Plymouth Meeting, Commonwealth of
Pennsylvania, on the 18th day of April 1995.
PROGRESS FINANCIAL CORPORATION
By: /s/ W. Kirk Wycoff
W. Kirk Wycoff, 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 W. Kirk Wycoff his 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.
/s/ W. Kirk Wycoff April 18, 1995
W. Kirk Wycoff
Director, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Peter J. Meier April 18, 1995
Peter J. Meier
Vice President and Controller
(Principal Accounting Officer)
/s/ John E. F. Corson April 18, 1995
John E. F. Corson
Director
/s/ William O. Daggett, Jr. April 18, 1995
William O. Daggett, Jr.
Director
/s/ Donald F. U. Goebert April 18, 1995
Donald F. U. Goebert
Director
/s/ Joseph R. Klinger April 18, 1995
Joseph R. Klinger
Director
/s/ Paul M. LaNoce April 18, 1995
Paul M. LaNoce
Director
/s/ A. John May, III April 18, 1995
A. John May, III
Director
/s/ William L. Mueller April 18, 1995
William L. Mueller
Director
/s/ Charles J. Tornetta April 18, 1995
Charles J. Tornetta
Director
<PAGE>
EXHIBIT 5
OPINION OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
<PAGE>
[ELIAS, MATZ, TIERNAN & HERRICK L.L.P. LETTERHEAD]
April 24, 1995
Board of Directors
Progress Financial Corporation
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
Re: Registration Statement on Form S-8
226,488 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Progress Financial Corporation, a Delaware
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
226,488 shares of common stock, par value $1.00 per share ("Common Stock"),
to be issued pursuant to the Corporation's 1993 Stock Incentive Plan and
the Corporation's 1993 Directors' Stock Option Plan (the "Plans") 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
Plans 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 Prospectuses, the Certificate of Incorporation and Bylaws of the
Corporation, the Plans, 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.
<PAGE>
Board of Directors
April 24, 1995
Page 2
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 Plans 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
Plans 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) no change occurs in
applicable law or the pertinent facts; and (iv) 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 Plans, when issued and sold
pursuant to the Plans 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 Prospectuses of the Plans 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/ Jeffrey D. Haas
Jeffrey D. Haas, a Partner
<PAGE>
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND, L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated January 18, 1995, on our
audits of the consolidated financial statements of Progress Financial
Corporation and Subsidiaries.
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
April 20, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK, L.L.P.
<PAGE>
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
To the Stockholders and Board of Directors
Progress Financial Corporation:
We consent to the use of our report dated January 22, 1993 except for matters
referred to below, which are as of February 16, 1993, on the consolidated
financial statements of Progress Financial Corporation, incorporated herein by
reference.
Our report contains an explanatory paragraph that states that i) at
December 31, 1992, Progress Federal Savings Bank (the Bank), the principal
wholly-owned subsidiary of the Company, failed to meet the minimum capital
thresholds under the Federal Deposit Insurance Corporation Improvement Act of
1991("FDICIA") to be considered "adequately capitalized" and is categorized as
"significantly undercapitalized," ii) the Bank filed a capital plan for
attaining the required levels of regulatory capital and that plan has been
accepted by the OTS, but that on February 16, 1993 the Bank submitted an
amendment to its plan and the Bank had not received notification as to
acceptance or rejection of its amended capital plan, iii) because the Bank
does not meet the minimum capital thresholds to be considered "adequately
capitalized" it is subject to certain operating restrictions such as growth
limitations, prohibition on dividend payments, increased supervisory
monitoring by its primary regulator,limitations on executive compensation, and
restriction on deposit interest rates, iv) failure to increase its capital
ratios in accordance with its capital plan or further declines in its capital
ratios exposes the Bank to additional restrictions and regulatory actions,
including regulatory take-over, v) there is substantial doubt about the
Company's ability to continue as a going concern, and vi) the ability of the
Company to continue as a going concern is dependent upon many factors including
regulatory action and the ability of management to achieve its plan.
/s/ KPMG Peat Marwick L.L.P.
Philadelphia, Pennsylvania
April 20, 1995
