As filed with the Securities and Exchange Commission on September 21, 2000
Registration No. 333-40032
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WSFS FINANCIAL CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
DELAWARE 22-2866913
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
838 MARKET STREET
WILMINGTON, DELAWARE 19899
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(Address of Principal Executive Offices, including Zip Code)
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
--------------------------
(Full Title of the Plan)
MARK A. TURNER
CHIEF FINANCIAL OFFICER
WSFS FINANCIAL CORPORATION
838 MARKET STREET
WILMINGTON, DELAWARE 19889
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(Name and Address of Agent for Service)
(302) 571-7160
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(Telephone number, including area code, of agent for service)
Copies to:
JAMES C. STEWART, ESQ.
STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title Proposed Maximum Proposed Maximum Amount Of
Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock,
$.01 par value 540,000 (1) $14.88 (2) $8,035,200 (2) $2,121.29 (3)
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(1) Maximum number of additional shares issuable under the Second 2000
Amendment to the WSFS Financial Corporation 1997 Stock Option Plan, as such
amount may be increased in accordance with said plan in the event of a
merger, consolidation, recapitalization, stock dividend, stock split or
similar event involving the Registrant.
(2) In accordance with Rule 457(h) the registration fee has been calculated
based upon the price ($14.88 per share) at which options granted under the
plan may be exercised.
(3) A fee of $1,715.18 was previously paid.
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* * * * *
This post-effective amendment is being filed solely to correct the filing fee.
* * * * *
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Wilmington, State of Delaware, on September 21, 2000.
WSFS FINANCIAL CORPORATION
By: /s/ Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman, President and Chief Executive
Officer (Duly Authorized Representative)
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.
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Signatures Title Date
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<S> <C> <C>
/s/ Marvin N. Schoenhals Chairman, President, Chief September 21, 2000
-------------------------- Executive Officer and Director
Marvin N. Schoenhals (Chief Executive Officer)
/s/ Mark A. Turner * Executive Vice President and September 21, 2000
-------------------------- Chief Financial Officer
Mark A. Turner (Chief Financial and Accounting
Officer)
/s/ Charles G. Cheleden * Vice Chairman and Director September 21, 2000
--------------------------
Charles G. Cheleden
/s/ Dale E. Wolf * Vice Chairman and Director September 21, 2000
--------------------------
Dale E. Wolf
/s/ Joseph R. Julian * Director September 21, 2000
--------------------------
Joseph R. Julian
/s/ David E. Hollowell * Director September 21, 2000
--------------------------
David E. Hollowell
/s/ Thomas P. Preston * Director September 21, 2000
--------------------------
Thomas P. Preston
/s/ John F. Downey * Director September 21, 2000
--------------------------
John F. Downey
/s/ Eugene W. Weaver * Director September 21, 2000
--------------------------
Eugene W. Weaver
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/s/ Linda C. Drake * Director September 21, 2000
--------------------------
Linda C. Drake
/s/ Claibourne D. Smith * Director September 21, 2000
-------------------------
Claibourne D. Smith
/s/ R. Ted Weschler * Director September 21, 2000
--------------------------
R. Ted Weschler
* By: /s/ Marvin N. Schoenhals
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Marvin N. Schoenhals
Attorney-in-fact
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INDEX TO EXHIBITS
Exhibit Description
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5 Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
as to the validity of the Common Stock being registered*
23.1 Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
(appears in their opinion filed as Exhibit 5)*
23.2 Consent of KPMG LLP*
24 Power of Attorney (reference is made to the signature page
to the Form S-8 as originally filed)
99.1 WSFS Financial Corporation 1997 Stock Option Plan as
Amended*
99.2 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options granted
under the WSFS Financial Corporation 1997 Stock Option Plan
(incorporated by reference to Exhibit 99.2 to the Company's
Registration Statement on Form S-8 (File No. 333-26099))
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under the WSFS Financial Corporation 1997 Stock
Option Plan (incorporated by reference to Exhibit 99.3 to
the Company's Registration Statement on Form S-8 (File No.
333-26099))
99.4 Form of Agreement to be entered into with Optionees with
respect to Stock Appreciation Rights granted under the WSFS
Financial Corporation 1997 Stock Option Plan (incorporated
by reference to Exhibit 99.4 to the Company's Registration
Statement on Form S-8 (File No. 333-26099))
99.5 Form of Notice of Phantom Stock Award (incorporated by
reference to Exhibit 99.5 to the Company's Registration
Statement on Form S-8 (File No. 333-26099))
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* Previously filed.
