<PAGE>
As filed with the Securities and Exchange Commission on March 16, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROGRESS FINANCIAL CORPORATION
-------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 6711 23-2413363
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code No.)
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
(610) 825-8800
-------------------------------------
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
W. Kirk Wycoff
Chairman, President and Chief Executive Officer
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
(610) 825-8800
-------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
Raymond A. Tiernan, Esq.
Jeffrey D. Haas, 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. / /
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. /x/
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 82,988 shares $17.55 $1,456,439 $429.65
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
based on the average of the high and low prices of the Common Stock on March
10, 1998, as reported by the Nasdaq Stock Market per Rule 457(c).
-------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. This
Prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any
such jurisdiction.
Subject to Completion, Dated March 16, 1998
PROSPECTUS
82,988 Shares
PROGRESS FINANCIAL CORPORATION
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of up to 82,988 shares (the "Offered Stock") of Common Stock,
par value $1.00 per share (the "Common Stock"), of Progress Financial
Corporation (the "Company") which may be offered from time to time for the
account of the selling stockholders named herein (the "Selling
Stockholders"). The shares of Offered Stock were issued to the Selling
Stockholders in connection with (i) the Company's acquisition of PAM Holding
Corp., a Pennsylvania corporation, and (ii) the Company's sale of authorized
but unisssued shares of Common Stock to an individual investor, in each case
pursuant to the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(2) thereof. The Company will not receive any of the proceeds from
the sale of shares of Offered Stock by the Selling Stockholders.
The shares of Offered Stock may be offered and sold from time to time by
the Selling Stockholders directly or through broker-dealers who may act
solely as agents, or who may acquire shares as principals. The distribution
of the shares of Offered Stock may be effected in one or more transactions
that may take place through the Nasdaq Stock Market, including block trades
or ordinary broker's transactions, or through privately-negotiated
transactions, or in accordance with Rule 144 under the Securities Act, or
through a combination of any such method of sale, at market prices or at
negotiated prices. Usual and customary or negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection with such
sales. The Selling Stockholders and any dealers or agents that participate
in the distribution of the Offered Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of the
Offered Stock by them and any commissions received by any such dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq Stock Market's National Market
under the symbol "PFNC." On March 10, 1998, the closing price for the Common
Stock was $18 per share.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is March 16, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy material and
other information concerning the Company can be inspected and copied at the
office of the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549 or at its regional offices, located at Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act, with respect to the shares of Common
Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement or the exhibits thereto. For further information,
reference is made to such Registration Statement and exhibits. Statements
made in this Prospectus as to the content of any contract, agreement or other
document referred to are not necessarily complete. With respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the Registration Statement, each such
statement being qualified in all respects by such reference, which may be
inspected and copied in the manner and at the sources described above.
The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other
information filed electronically by the Company with the Commission.
1
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1996; and
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 1997; and
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein will
be deemed to be modified or superseded for purposes of this Prospectus 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 any such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or
oral request of such person, a copy of any of the foregoing documents
incorporated herein by reference (other than the exhibits to such documents
unless such exhibits are specifically incorporated by reference into such
documents). Written or telephone requests should be directed to Progress
Financial Corporation, Four Sentry Parkway, Suite 230, Blue Bell,
Pennsylvania 19422-0764, Attention: Frederick E. Schea (telephone no. (610)
825-8800).
2
<PAGE>
THE COMPANY
The Company is a Delaware-chartered, registered thrift holding company
headquartered in Blue Bell, Pennsylvania. The Company is the sole
stockholder of Progress Bank (the "Bank"), a federally chartered savings
bank, which has been engaged in the thrift business since 1878. The Company
was organized in 1986 in connection with the reorganization of the Bank into
a thrift holding company structure. The Bank conducts its business through
seven full-service offices located in Montgomery County, one full-service
office in Delaware County, one full-service office in Chester County and one
full-service office in the Andorra section of Philadelphia, in southeastern
Pennsylvania. At December 31, 1997, the Company had total consolidated
assets of $493.4 million, total consolidated liabilities of $453.3 million,
including total consolidated deposits of $340.8 million, and total
consolidated stockholders' equity of $25.1 million.
The principal business of the Bank consists of attracting deposits from
the general public through its offices and using such deposits to originate
loans secured by first mortgage liens on existing single-family residential
real estate and existing multi-family residential and commercial real estate
as well as the origination of construction loans, commercial business loans
(consisting primarily of loans to small and medium-sized businesses) and
various types of consumer loans. In addition, the Bank offers equipment
lease financing through its wholly owned subsidiary, The Equipment Leasing
Company. Commercial real estate, commercial business, construction lending
and lease financing are considered to involve a higher degree of credit risk
when compared to single-family residential lending.
The Bank also invests in mortgage-backed securities which are insured or
guaranteed by the U.S. Government and agencies thereof and other similar
investments permitted by applicable laws and regulations.
Through direct and indirect subsidiaries, the Company has sought to
diversify its business and provide a full range of services to its customers.
Through Progress Realty Advisors, Inc, the Company conducts commercial
mortgage banking and brokerage services for institutional real estate
investors and lenders as well as real estate owners and developers. Another
subsidiary, Procall Teleservices, Inc., a business telemarketing firm,
provides a full range of teleservices, including customer service, market
research and telesales for businesses and also provides these services to the
Bank. In addition, Progress Capital, Inc. is the corporate general partner
of a venture fund which invests in debt and equity securities of small to
mid-sized technology based companies located in the mid-Atlantic region.
The Company, as a registered thrift holding company, is subject to
examination and regulation by the Office of Thrift Supervision ("OTS") and is
subject to various reporting and other requirements of the Commission. The
Bank, as a federally chartered savings bank, is subject to comprehensive
regulation and examination by the OTS, as its chartering
3
<PAGE>
authority and primary regulator, and by the Federal Deposit Insurance
Corporation ("FDIC"), which administers the Savings Association Insurance
Fund, which insures the Bank's deposits to the maximum extent permitted by
law. The Bank is a member of the Federal Home Loan Bank ("FHLB") of
Pittsburgh, which is one of the 12 regional banks which comprise the FHLB
System. The Bank is further subject to regulations of the Board of Governors
of the Federal Reserve System governing reserves required to be maintained
against deposits and certain other matters.
The Company's principal executive offices are located at Four Sentry
Parkway, Suite 230, Blue Bell, Pennsylvania 19422-0764, and its telephone
number is (610) 825-8800.
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of Offered
Stock. See "Selling Stockholders" for a list of those persons who will
receive the proceeds from such sales.
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by certain of the Selling
Stockholders of the Common Stock issued to them in connection with the
Company's acquisition of the PAM Holding Corp. The Selling Stockholders
received an aggregate of 61,835 shares of Common Stock pursuant to this
acquisition. In addition, 21,153 shares of authorized but unissued shares of
Common Stock of the Company were purchased by a Selling Stockholder at the
current market price. The Company has agreed that it will cause to be
registered under the Securities Act the resale of all of such Common Stock
received by the Selling Stockholders.
The table below sets forth each Selling Stockholder's name, the maximum
number of shares of Common Stock offered hereby by such Selling Stockholder
and the number of shares of Common Stock to be held by such Selling
Stockholder after the Offering.
<TABLE>
<CAPTION>
Maximum Number of Number of Shares
Shares to be Sold in Owned After the
Name the Offering Offering(1)
- -------------------------------- -------------------- -----------------
<S> <C> <C>
Patrick A. & Mary Anne R. McGee 24,734(2) 0
Montgomery Business Group, Inc. 2,218(2) 0
Stanley W. & Jeanne L. Marvel 2,200(2) 0
Stanley W. Marvel III 6,600(2) 0
Frederick Consaley 550(2) 0
Roselyn Calio 2,200(2) 0
Charles Schnorr 3,300(2) 0
Charles R. Mannella 2,970(2) 0
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Joseph & Ora Mendels 10,982(2) 0
Gilla Mendels 3,661(2) 0
Walter H. Gentry, Jr. 1,100(2) 0
John H. Wambold 770(2) 0
James J. Black, III 550(2) 0
Anthony P. Lordi 21,153(3) 0
</TABLE>
- -----------------
(1) Because the Selling Stockholders may sell all, some or none of the Shares
offered hereby, there can be no assurance as to the number of Shares which will
be held by each Selling Stockholder upon completion of the Offering. Even if no
Shares are sold, however, no Selling Stockholder would hold one percent or more
of the outstanding Common Stock upon completion of the Offering (based on the
total number of shares of Common Stock held by the Selling Stockholders as of
the date hereof).
(2) Represents the number of shares of Common Stock received by such Selling
Stockholder in connection with the Company's acquisition of PAM Holding Corp.
(3) Represents the number of authorized but unissued shares of Common Stock
purchased from the Company by such Selling Stockholder.
The Selling Stockholders may sell up to all of the shares of the Common
Stock shown above under the heading "Maximum Number of Shares to be sold in
the Offering" pursuant to this Prospectus in one or more transactions from
time to time as described below under "Plan of Distribution."
DESCRIPTION OF CAPITAL STOCK
The Company is currently authorized to issue up to 6,000,000 shares of
Common Stock, par value $1.00 per share, and 1,000,000 shares of preferred
stock, par value $.01 per share. At December 31, 1997, the Company had
4,064,000 shares of Common Stock issued and outstanding and no shares of
Preferred Stock issued or outstanding. The capital stock of the Company does
not represent or constitute a savings account or deposit of the Company or
the Bank and is not insured by the FDIC or any other governmental agency.
Common Stock
General. Each share of Common Stock has the same relative rights and is
identical in all respects with each other share of Common Stock. The Common
Stock is not subject to call for redemption and, upon receipt by the Company
of the full purchase price therefor, each share of Common Stock offered
hereby will be fully paid and non-assessable.
5
<PAGE>
Voting Rights. Except as provided in any resolution or resolutions
adopted by the Board of Directors establishing any series of Preferred Stock,
the holders of Common Stock possess exclusive voting rights in the Company.
Each holder of Common Stock is entitled to one vote for each share held on
all matters voted upon by stockholders. Stockholders are not permitted to
cumulate votes in elections of directors.
Dividends. The holders of the Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors of
the Company out of funds legally available therefor.
Pre-emptive Rights. Holders of the Common Stock do not have any
pre-emptive rights with respect to any shares which may be issued by the
Company in the future; the Company, therefore, may sell shares of Common
Stock without first offering them to its then-existing stockholders.
Liquidation. In the event of any liquidation, dissolution or winding up
of the Company, the holders of the Common Stock would be entitled to receive,
after payment of all debts and liabilities of the Company, all assets of the
Company available for distribution, subject to the rights of the holders of
any Preferred Stock which may be issued with a priority in liquidation or
dissolution over the holders of the Common Stock.
Warrants to Purchase Common Stock
As of September 30, 1997, the Company had Warrants to purchase 315,000
shares of Common Stock outstanding (as adjusted for subsequent stock
dividends). The following is a summary of the material provisions of the
Warrants. The Warrants are not savings accounts or deposits of the Company
or the Bank and are not insured by the FDIC or any other governmental agency.
The Company issued 12 units consisting of subordinated debt and Warrants
in a private placement on June 30, 1994, with each unit consisting of
$250,000 of subordinated debt and Warrants to purchase 26,250 shares of
Common Stock (as adjusted for subsequent stock dividends). Because
fractional units were issued, there are currently 13 holders of the Warrants.
Five of the directors and executive officers of the Company own 125,000
Warrants. The remaining 175,000 Warrants are held by eight individuals or
entities.
Each Warrant entitles the holder thereof to purchase one share of the
Common Stock at an exercise price (the "Exercise Price") of $5.71 (as
adjusted for subsequent stock dividends). The Warrants may be exercised, in
whole or in part, until 5:00 p.m., Eastern Time, on June 30, 1999.
The Exercise Price is subject to adjustment upon the occurrence of
certain events, including the issuance of Common Stock as a dividend or
distribution on the Common Stock and subdivisions, combinations and certain
reclassifications of Common Stock. No
6
<PAGE>
adjustment in the Exercise Price will be required unless such adjustment
would require a change of at least 1% of the Exercise Price then in effect;
provided, however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
The Warrants do not confer upon the holders thereof any of the rights or
privileges of a stockholder. Accordingly, the Warrants do not entitle
holders thereof to receive any dividends, to vote, to call meetings or to
receive any distribution upon a liquidation of the Company. The Company has
authorized and reserved for issuance a number of shares of Common Stock
sufficient to provide for the exercise of the rights represented by the
Warrants. Shares issued upon exercise of the Warrants will be fully paid and
non-assessable. Warrants not exercised prior to 5:00 p.m., Eastern Time, on
June 30, 1999 shall become null and void.
The Company has filed a registration statement with the Commission with
respect to the shares of Common Stock underlying the Warrants and has agreed
to use its best efforts to maintain the effectiveness of such registration
statement until the earlier to occur of the exercise of all the Warrants or
June 30, 1999. In the event that the Company plans to repurchase or bid for
shares of Common Stock, whether on the open market or otherwise, the Company
may request that holders of Warrants that have not previously been sold, if
any, suspend or postpone the distribution thereof for a period of 45 days or
more; provided, however, the aggregate amount of days during which the
Company can delay the offering or distribution of the Warrants shall not
exceed 90 days during any 12 month period.
Preferred Stock
The Board of Directors of the Company is authorized to issue Preferred
Stock and to fix and state voting powers, designations, preferences or other
special rights of such shares and the qualifications, limitations and
restrictions thereof. The Preferred Stock may be issued in distinctly
designated series, may be convertible into Common Stock and may rank prior to
the Common Stock as to dividend rights, liquidation preferences, or both.
The authorized but unissued shares of Preferred Stock (as well as the
authorized but unissued and unreserved shares of Common Stock) are available
for issuance in future mergers or acquisitions, in a future public offering
or private placement or for other general corporate purposes. Except as
otherwise required to approve the transaction in which the additional
authorized shares of Preferred Stock would be issued, stockholder approval
generally would not be required for the issuance of these shares. Depending
on the circumstances, however, stockholder approval may be required pursuant
to the requirements for continued listing of the Common Stock on the Nasdaq
National Market System or the requirements of any exchange on which the
Common Stock may then be listed.
7
<PAGE>
Preferred Stock Purchase Rights
In April 1990, the Company's Board of Directors declared a dividend
distribution of one preferred stock purchase right ("Right") for each
outstanding share of Common Stock (including subsequently issued shares).
Each Right entitles each registered holder, upon the occurrence of certain
events, to purchase from the Company a unit consisting of one one-hundredth
of a share (a "Rights Unit") of Series A Junior Participating Preferred
Stock, par value $.01 per share, at a purchase price of $40.00 per Rights
Unit (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer and Trust
Company, as Rights Agent.
The Rights will separate from the Common Stock and be distributed on a
date ("Distribution Date") which will occur upon the earlier of (i) ten
business days following a public announcement that a person or group of
affiliated or associated persons, other than employee benefit plans of the
Company (an "Acquiring Person"), has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), or (ii) ten business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any
person becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 20% or more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
the Rights were declared will contain a notation incorporating by reference
the Rights Agreement and (iii) the surrender for transfer of any certificate
for Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable after the Distribution Date, separate certificates representing
the Rights (the "Rights Certificates") will be mailed to the holders of
record of the Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate Rights Certificates alone will represent
the Rights. The Rights will not be exercisable until the Distribution Date
and will cease to be exercisable at the close of business on May 11, 2000,
unless the Rights are earlier redeemed by the Company as described below.
Unless the Rights are redeemed earlier pursuant to the Rights Agreement,
in the event that, at any time following the Stock Acquisition Date, (i) the
Company is involved in a merger or other business combination in which the
Company is not the surviving corporation or in which the Common Stock of the
Company is changed into or exchanged for other securities of any other person
or cash or any other property, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right shall thereafter
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to two times the
exercise price
8
<PAGE>
of the Right. In addition, unless the Rights are redeemed pursuant to the
Rights Agreement, in the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Rights Agreement provides
that proper provision shall be made so that each holder of a Right will
thereafter have the right to receive, upon exercise and payment of the
Purchase Price, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph are
referred to in the Rights Agreement as a "Triggering Event." Following the
occurrence of a Triggering Event, any Rights that are, or (under certain
circumstances) were, beneficially owned by any Acquiring Person shall
immediately become null and void.
At any time after a person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (other than Rights which previously have
been voided as set forth above) for shares of Common Stock (an "Exchange") at
an exchange ratio of one share per Right, as such may be appropriately
adjusted to reflect any stock split or similar transaction.
In general, the Company may redeem the Rights in whole, but not in part,
at any time until ten days following the Stock Acquisition Date, at a price
of $.01 per Right ("Redemption Price"). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price. Until a Right is exercised or exchanged, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including the right to vote or to receive dividends.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of
Common Stock. In the event of liquidation, the holders of the Preferred
Stock will be entitled to a preferential liquidation payment equal to the
greater of $100 per share or an aggregate payment of 100 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 100
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount received per share of Common Stock.
The Rights may have certain antitakeover effects. The Rights would
cause substantial dilution to a person or group that acquires 20% or more of
the outstanding shares of Common Stock of the Company if a Triggering Event
thereafter occurs without the Rights having been redeemed or in the event of
an Exchange. However, the Rights should not interfere with any merger or
other business combination approved by the Board of Directors because the
Rights are redeemable under certain circumstances.
9
<PAGE>
Transfer Agent
The transfer agent and registrar for the Common Stock and the Warrants
is American Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of
Offered Stock directly or through broker-dealers who may act solely as
agents, or who may acquire shares as principals. The distribution of the
shares of Offered Stock may be effected in one or more transactions that may
take place on the Nasdaq Stock Market, including block trades or ordinary
broker's transactions, or through privately-negotiated transactions, or in
accordance with Rule 144 under the Securities Act (or any other applicable
exemption from registration under the Securities Act), through a combination
of any such methods of sale, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
Usual and customary or negotiated brokerage fees or commissions may be paid
by the Selling Stockholders in connection with such sales. Sales of the
Offered Stock may be effected to cover previous short sales of Common Stock.
The Selling Stockholders may effect transactions by selling the Offered
Stock directly or through broker-dealers acting either as principal or as
agent, and such broker-dealers may receive compensation in the form of usual
and customary or negotiated discounts, concessions or commissions from the
Selling Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of the
Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Offered Stock
may be deemed to be "underwriters" within the meaning of the Securities Act,
and any profit on the sale of the Offered Stock by them and any commissions
received by any such dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of the Offered Stock will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M and Rules 101 through 105 thereunder. Regulation M
governs the activities of persons participating in a distribution of
securities and, consequently, may restrict certain activities of, and limit
the timing of purchases and sales of Offered Stock by, Selling Stockholders
and other persons participating in a distribution of Offered Stock.
Furthermore, under Regulation M, persons engaged in a distribution of
securities are prohibited from simultaneously engaging in market making and
certain other activities with respect to such securities for a specified
period of time prior to the commencement of such distribution, subject to
exceptions or
10
<PAGE>
exemptions. All of the foregoing may affect the marketability of the
securities offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock being offering hereby will be
passed upon for the Company by the law firm of Elias, Matz, Tiernan &
Herrick L.L.P., Washington, D.C.
EXPERTS
The consolidated statements of financial condition as of December 31,
1996 and 1995, the consolidated statements of operations and stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996 incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, have been
incorporated herein in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
11
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by the Company, a Selling Stockholder or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
-----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
82,988 SHARES
PROGRESS FINANCIAL
CORPORATION
COMMON STOCK
--------------
PROSPECTUS
--------------
March 16, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
<TABLE>
<CAPTION>
INFORMATION NOT REQUIRED IN PROSPECTUS
<S> <C>
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee $ 430
Nasdaq listing fees 2,000
Legal fees and expenses 15,000
Accounting fees and expenses 2,000
Miscellaneous expenses 1,000
-------
Total $20,430*
- ----------------
* Estimated.
</TABLE>
Item 15. 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, judgements, fines and
amounts paid in the settlement, prosecution or defense of the foregoing
actions. Section 102(b)(7) of the DGCL sets forth circumstances under 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.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits:
Exhibit
No. Exhibit Location
- ------- ------- --------
3(a) Certificate of Incorporation of the Company (1)
3(b) Bylaws of the Company (2)
4(a) Specimen Common Stock certificate (3)
4(b) Specimen Preferred Stock Purchase Rights Certificate (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature page to the
initial filing of this Registration Statement) --
- ------------
(1) Exhibit is incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987 filed by the Registrant with
the Commission.
(2) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-4 (file No. 33-3685) filed with the Commission on March
3, 1986.
(3) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-10160) filed with the Commission on
November 13, 1986.
(4) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 30, 1990.
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
II-2
<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 Township of Whitpain, Commonwealth of
Pennsylvania on the 13th day of March 1998.
PROGRESS FINANCIAL CORPORATION
By: /s/ W. Kirk Wycoff
-------------------------
W. Kirk Wycoff
Chairman, 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 Progress Financial Corporation whose signature appears below hereby
appoints W. Kirk Wycoff and Frederick E. Schea, and each of them severally,
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
Progress Financial Corporation to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
/s/ W. Kirk Wycoff Date: March 16, 1998
- -------------------------
W. Kirk Wycoff
Chairman, President and Chief Executive
Officer (principal executive officer)
/s/ Frederick E. Schea Date: March 16, 1998
- -------------------------
Frederick E. Schea
Senior Vice President and Chief Financial
Officer (principal financial and accounting officer)
II-3
<PAGE>
/s/ William O. Daggett, Jr. Date: March 16, 1998
- ---------------------------
William O. Daggett, Jr.
Director
/s/ Joseph R. Klinger Date: March 16, 1998
- ---------------------------
Joseph R. Klinger
Director
/s/ Paul M. LaNoce Date: March 16, 1998
- ---------------------------
Paul M. LaNoce
Director
/s/ William L. Mueller Date: March 16, 1998
- ---------------------------
William L. Mueller
Director
/s/ Charles J. Tornetta Date: March 16, 1998
- ---------------------------
Charles J. Tornetta
Director
/s/ Janet E. Paroo Date: March 16, 1998
- ---------------------------
Janet E. Paroo
Director
II-4
<PAGE>
/s/ H. Wayne Griest Date: March 16, 1998
- ---------------------------
H. Wayne Griest
Director
/s/ A. John May, III Date: March 16, 1998
- ---------------------------
A. John May, III
Director
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit Location
- ------- ------- --------
3(a) Certificate of Incorporation of the Company (1)
3(b) Bylaws of the Company (2)
4(a) Specimen Common Stock certificate (3)
4(b) Specimen Preferred Stock Purchase Rights Certificate (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature page to
the initial filing of this Registration Statement) --
- ------------
(1) Exhibit is incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1987 filed by
the Registrant with the Commission.
(2) Exhibit is incorporated by reference to the Registrant's
Registration Statement on Form S-4 (file No. 33-3685) filed with
the Commission on March 3, 1986.
(3) Exhibit is incorporated by reference tot he Registrant's
Registration Statement on Form S-8 (File No. 33-10160) filed with
the Commission on November 13, 1986.
(4) Exhibit is incorporated by reference to the Registrant's
Registration Statement on Form 8-A filed with the Commission on
April 30, 1990.
<PAGE>
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
March 16, 1998
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
Re: Registration Statement on Form S-3
82,988 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Progress Financial Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3 (the "Registration
Statement") which registers 82,988 shares of the Company's common stock, $1.00
par value per share (the "Shares"), for resale by certain stockholders of the
Company who acquired the Shares pursuant to an exemption from the registration
requirements contained in Section 5 of the Securities Act. As such counsel, we
have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
legally issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Jeffrey D. Haas
-----------------------------
Jeffrey D. Haas, a Partner
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of our report dated January 22, 1997, on our audits of the
consolidated financial statements of Progress Financial Corporation, which
report is incorporated by reference in the Annual Report on Form 10-K of
Progress Financial Corporation for the year ended December 31, 1996. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 13, 1998
