As filed with the Securities and Exchange Commission on July 31, 1996.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
TF Financial Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-2705050
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Penns Trail
Newtown, Pennsylvania 18940
(215) 579-4000
(Address of principal executive offices)
TF Financial Corporation
1996 Directors Stock Option Plan
------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Title of Proposed Max- Proposed Max- Amount of
Securities to Amount to imum Offering imum Aggregate Registration
be Registered be Registered Price Per Unit Offering Price(2) Fee (2)(3)(4)
- ------------- ------------- -------------- ----------------- -------------
Common Stock
<C> <C> <C> <C> <C>
$.10 par value 25,000(1) $14.75(2) $368,750 $200.00
=======================================================================================
</TABLE>
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the TF Financial Corporation 1996
Directors Stock Option Plan consists of 25,000 shares which are being
registered under this Registration Statement and for which a registration
fee is being paid.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. An aggregate of 25,000 shares are being registered hereby, of
which 25,000 shares are under option at an exercise price of $14.75 per
share ($368,750 in the aggregate).
(3) Represents the $200 minimum filing fee.
(4) Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
25,000 Shares
-------------
TF FINANCIAL CORPORATION
COMMON STOCK
(Par Value $.10 Per Share)
-------------
TF FINANCIAL CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
-------------
This Prospectus relates to 25,000 shares of common stock, par value $.10
per share (the "Common Stock"), of TF Financial Corporation (the "Company"), a
Delaware corporation which is the savings and loan holding company of Third
Federal Savings Bank (the "Savings Bank"), which may be issued from time to time
by the Company to holders of Options granted or to be granted by the Company to
directors of the Company and any subsidiary of the Company pursuant to the TF
Financial Corporation 1996 Directors Stock Option Plan (the "Plan"). Holders of
options granted or to be granted under the Plan (the "Options") are referred to
herein as "Optionees." Each offer made under the Plan pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
stock option agreements entered into between the Company and each Optionee.
This Prospectus is for use as of the date hereof and in subsequent years.
Information which is likely to change from year to year will be included in
appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded in the
over-the-counter market, and transactions are reported on the Nasdaq National
Market under the symbol "THRD". Shares of Common Stock which may be issued upon
exercise of Options granted or to be granted under the Plan, will also be traded
in over-the-counter market. On July 26, 1996, the last reported sales price of
the Common Stock in the National Market System was $14.00 per share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE 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 July 31, 1996
<PAGE>
No 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 or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
TF Financial Corporation
1996 Directors Stock Option Plan
Page
----
General Plan Information.................................... 1
Administration.............................................. 1
Purpose..................................................... 2
Securities to be Offered.................................... 2
Eligibility to Participate in Plan.......................... 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered......................... 2
Grant of Options.......................................... 2
Term of the Plan.......................................... 3
Stock Option Agreements................................... 3
Option Price.............................................. 3
Option Period............................................. 3
Non-transferability....................................... 3
Conditions of Exercise.................................... 4
Payment for Options....................................... 4
Cashless Exercise......................................... 4
Issuance of Common Stock.................................. 4
Dividend Equivalent Rights................................ 4
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions........................... 5
Amendment and Termination of the Plan....................... 5
Restrictions on Resale...................................... 6
Federal Income Tax Consequences............................. 6
Annual Report to Shareholders............................... 7
Additional Information...................................... 7
Legal Opinion............................................... 7
Appendix A.................................................. A-1
Administration............................................ A-1
Number of Shares Subject to Plan.......................... A-1
Participation in the Plan................................. A-1
Outstanding Awards........................................ A-1
<PAGE>
TF Financial Corporation
1996 Directors Stock Option Plan
General Plan Information
- ------------------------
This Prospectus relates to 25,000 shares of the Common Stock, par value
$.10 per share, of TF Financial Corporation (the "Company"), which will be
offered upon exercise of options granted or to be granted under the Company's
1996 Directors Stock Option Plan (the "Plan").
The Company was formed under the laws of the State of Delaware for the
purpose of becoming a savings and loan holding company and became the parent
corporation of Third Federal Savings Bank (the "Savings Bank") on July 13, 1994,
(the "Effective Date") at which time the Company acquired all of the shares of
capital stock of the Savings Bank. The Board of Directors of the Company adopted
the Plan at its meeting on May 21, 1996. The Plan is to continue in effect for a
period of ten years from the Effective Date (i.e., May 20, 2006), unless earlier
terminated or extended by the Company.
Pursuant to the Plan, 25,000 shares of Common Stock were reserved for
issuance by the Company upon exercise of Stock Options ("Options") awarded to
directors of the Company and the Bank. Options granted under the Plan will not
be Incentive Stock Options within the meaning of Section 422 of the Code
("Non-Incentive Stock Option").
Upon exercise of a Non-Incentive Stock Option, the Optionee generally
recognizes ordinary income to the extent that the exercise price is less than
the fair market value of the Common Stock on the date of exercise. The Company
is entitled to a federal income tax deduction equal to the amount of ordinary
income recognized by the Optionee at the time of such income recognition. See
"Federal Income Tax Consequences."
The Plan will not be qualified under Section 401(a) of the Code and it is
exempt from the provisions of the Employee Retirement Income Security Act of
1974, as amended.
The statements herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete. All such statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Additional updating and other information with respect to the Plan and the
Common Stock offered hereby may be provided in the future to holders of Options
by means of one or more supplements or appendices to this Prospectus. Additional
information about the Plan (including a copy of the Plan), plan administration,
and the Company may be obtained at the Company's principal offices, which are
located at 3 Penns Trail, Newtown, Pennsylvania 18940. The Company's telephone
number is (215) 579-4000.
Administration
- --------------
The Plan is administered by a Committee of the Company's Board of
Directors (the "Committee"). The Plan provides that the Committee will consist
of at least three non-employee directors of the Company. The members of the
Committee are appointed by the Board and serve at the pleasure of the Board. A
majority of the entire Committee shall constitute a quorum, and the action of a
majority
1
<PAGE>
of the members present at any meeting at which a quorum is present shall be
deemed the action of the Committee.
Subject to the express provisions of the Plan and resolutions adopted by
the Board, the Committee has authority to interpret the Plan, to prescribe,
amend, and rescind the rules and regulations relating to the Plan, and to
determine the form and content of Options to be issued under the Plan. In
addition, the Committee is authorized to make all other determinations deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise such other power and such authority as may be delegated to it by the
Board from time to time. All decisions, determinations, and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.
Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company as listed under "General Plan
Information." For a list of the current members of the Committee, see
"Administration" at Appendix A.
Purpose
- -------
The purpose of the Plan is to promote the interests of the Company by
attracting and retaining the best available personnel for positions of
substantial responsibility to serve as directors of the Company and the Bank and
to provide additional incentive to such directors of the Company to promote the
success and profitability of the Company's business.
Securities to be Offered
- ------------------------
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan is 25,000 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions." Any shares subject to an Option
award under the Plan which expire or are terminated unexercised will again be
available for issuance under the Plan.
Eligibility to Participate in Plan
- ----------------------------------
Options to purchase Common Stock under the Plan may be awarded to
directors of the Company, the Savings Bank, and any present or future parent or
subsidiary corporations.
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
- -------------------------------------------------------------------------------
Grant of Options
- ----------------
Non-Incentive Stock Options will be granted to eleven directors of the
Company or the Bank who are not employees as of the Effective Date at an
exercise price equal to the fair market value of the Common Stock on such date
of grant. The Options will be immediately exercisable. Such Options will remain
exercisable for up to ten (10) years from such date of grant without regard to
continued service as a director. In the event of such person's death, such
Options may be exercised by the personal representative of his estate or person
or persons to whom his rights under such Options shall have passed by will or by
laws of descent and distribution. Options awarded shall provide for the payment
of cash amounts upon the payment of a cash dividend on the Common Stock. The
holder of such Options shall receive payment of cash in an amount equivalent to
the cash dividend payable as if Options awarded
2
<PAGE>
herein had been exercised and such Common Stock held. Such rights to receive
such cash shall expire upon the expiration or exercise of such underlying
Options. Such rights are non-transferable and shall attach to Options whether or
not such Options are immediately exercisable.
For a description of the number of persons currently eligible to
participate in the Plan and the number of persons actually participating in the
Plan, see "Participation in the Plan" at Appendix A.
Term of the Plan. The Plan was effective May 21, 1996, and unless
previously terminated, the Plan shall continue in effect for a term of ten
years, after which no further awards may be granted. The future expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted.
Stock Option Agreements. The Options granted under the Plan are evidenced
by stock option agreements (the "Option Agreements") substantially in the form
of the Option Agreements filed as exhibits to the Registration Statement of
which this Prospectus is a part. Each Option Agreement, and any amendment
thereto, will contain such terms and conditions consistent with the requirements
of the Plan as the Committee shall determine. Such Option Agreements shall
constitute the only form of reports which participants shall receive related to
the status of Options granted or which are exercisable under the Plan.
The Plan provides that the Board of Directors of the Company may authorize
the Committee to direct the execution of an instrument providing for the
modification of any outstanding Option, provided that no such modification,
extension or renewal shall confer on the Option recipient (the "Optionee") any
rights or benefit which could not be conferred by the grant of a new Option at
such time, and shall not materially decrease the Optionee's benefits under the
Option without the Optionee's consent, except as provided under Section 14 of
the Plan, which permits modification of the Plan. (See "Amendment and
Termination of the Plan" below.)
Option Price. The exercise price for the purchase of shares subject to an
Option shall be equal to 100 percent of the fair market value of the shares
covered by the Option on that date. The exercise price of Options must be paid
for in full in cash or shares of Common Stock, or a combination of both.
Notwithstanding anything herein to the contrary, the Committee shall have
the authority to cancel outstanding Options granted under the Plan with the
consent of the Optionee and to reissue new Options at a lower exercise price
equal to the then Fair Market Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding Options falls below the exercise price of such Options.
Option Period. The term of exercisability of an Option granted under the
Plan shall be for a period of ten years from the Date of Grant. In general,
Options will not be exercisable after the expiration of their term as set forth
in the Plan or the Option Agreement.
A total of six months must elapse between the date of grant of an Option
and the date of the sale of Common Stock received through the exercise of such
Option.
Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.
3
<PAGE>
Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement, certain information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by agreement, there is no limitation upon the number of Options that may
be exercised in any one year, and Options not exercised in any one year may be
exercised in subsequent years over the term of the Option.
Payment for Options. Under the Plan, full payment for each share of Common
Stock purchased upon the exercise of any Option granted shall be made at the
time of exercise of each such Option and shall be paid in cash (in United States
dollars), Common Stock, or a combination of cash and Common Stock. Common Stock
utilized in full or partial payment of the exercise price shall be valued at its
fair market value at the date of exercise. The Company shall accept full or
partial payment in Common Stock only to the extent permitted by applicable law.
No shares of Common Stock shall be issued until full payment therefore has been
received by the Company, and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, he can give the Company written notice
of the exercise of the Option and the third party purchaser of the Optioned
Stock shall pay the Option price plus any applicable withholding taxes to the
Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options shall be either newly issued shares of the Company or treasury shares
purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price as stated in the Option Agreement. Cash
proceeds from the sale of Common Stock issued pursuant to the exercise of
Options will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Common Stock may then be
listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Dividend Equivalent Rights: Options awarded under the Plan provide the
right of the optionee to receive dividend equivalent rights. Such rights shall
provide that upon the payment of a cash dividend on the Common Stock, the holder
of such Options shall receive payment of cash in an amount equivalent to the
cash dividend payable as if such Options had been exercised and such Common
Stock held. Such rights shall expire upon the expiration or exercise of such
underlying Options. Such rights are non-
4
<PAGE>
transferable and shall attach to Options whether or not such Options are
immediately exercisable. All options granted to directors in accordance with the
schedule of awards contained in the Plan shall have associated with them such
dividend equivalent rights.
Recapitalization, Merger, Consolidation, Change in Control, and Similar
- --------------------------------------------------------------------------------
Transactions
- ------------
Subject to any required action by the shareholders of the Company, within
the sole discretion of the Committee, the aggregate number of shares of Common
Stock for which Options may be granted under the Plan, the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of Common Stock of each Option shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend on the Common Stock or any other increase or decrease in the
number of such shares of Common Stock effected without a receipt of
consideration by the Company (other than by shares held by dissenting
stockholders).
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
partial or complete liquidation, or other extraordinary corporate action, the
Committee, in its sole discretion, shall have the power, prior to or subsequent
to such action or events, to (i) appropriately adjust the number of shares of
Common Stock subject to each Option, the exercise price per share of Common
Stock, and the consideration to be given or received by the Company upon the
exercise of any outstanding Options; (ii) cancel any or all previously granted
Options, providing that appropriate consideration is paid to the Optionee in
connection therewith; and/or (iii) make such other adjustments in connection
with the Plan as the Committee, in its sole discretion, deems necessary,
desirable, appropriate, or advisable.
The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable. A change in control is defined to include (i) the sale
of all, or a material portion, of the assets of the Company; (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change of control of the Company as otherwise defined by the Office of
Thrift Supervision ("OTS") or its regulations; and (iv) the acquisition,
directly or indirectly, of the beneficial ownership (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 and rules and regulations
promulgated thereunder) of 25% or more of the outstanding voting securities of
the Company by any person, trust, entity or group. This limitation shall not
apply to a transaction in which the purchase of shares by underwriters in
connection with a public offering of Common Stock, or the purchase of shares of
up to 25% of any class of securities of the Company by a tax-qualified employee
stock benefit plan. The determination of the Committee as to whether a change in
control has occurred shall be conclusive and binding.
Amendment and Termination of the Plan
- -------------------------------------
The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares permitted
to be optioned under the Plan. The Plan shall continue in effect for a term of
ten years from the Effective Date, after which no future awards may be granted.
5
<PAGE>
Restrictions on Resale
- ----------------------
Unless specifically included as a term and condition of any Option, there
are no restrictions on the resale of Common Stock acquired upon the exercise of
Options. Such shares of Common Stock, however, may be resold only in compliance
with the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"), and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell shares
of Common Stock purchased pursuant to the Plan only (i) in accordance with the
provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an applicable
current and effective registration statement under the 1933 Act.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company is
a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
In addition, the receipt of an Option to purchase Common Stock by a
director of the Company is a reportable transaction under Section 16 of the 1934
Act, and Forms 3, 4, or 5 are required to be filed with the Securities and
Exchange Commission in connection with such transaction. The sale by a director
of Common Stock issued upon an exercise of an Option within six months after the
receipt of such Option may create liability of such persons to the Company under
the "short-swing profit" provisions of Section 16(b) of the 1934 Act. For this
reason, the Plan contains a provision that a total of six month must elapse
between the date of the grant of an Option and the date of the sale of Common
Stock received through the exercise of an Option.
Federal Income Tax Consequences
- -------------------------------
Under present federal tax laws, awards under the Plan will have the
following consequences:
1.The grant of an Option will not by itself result in the recognition of
taxable income to the Optionee nor entitle the Company to a deduction at
the time of such grant.
2.The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of exercise
in an amount equal to the difference between the exercise price and the
fair market value on the date of exercise of the shares acquired
pursuant to the Option.
3.Receipt of income as a result of Dividend Equivalent Rights held by
an Optionee will be taxable as ordinary income when received.
4.The Company will be allowed a tax deduction for Federal tax purposes
equal to the amount of ordinary income recognized by an Optionee at the
time the Optionee recognizes such ordinary income under an Non-Incentive
Stock Option .
6
<PAGE>
The foregoing provides a general summary of the federal income tax
consequences applicable to Options under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information regarding applicable federal
and state tax consequences.
Annual Report to Shareholders
- -----------------------------
The Company's financial statements for the period ended December 31, 1995,
as contained in the Company's Form 10-K are incorporated by reference in the
Registration Statement to which this Prospectus is a part. In the future, the
Company's latest Annual Report to Stockholders, including financial statements,
will be mailed to all stockholders of record as of the close of business on such
record date. Any person wishing to receive a copy of such Annual Report may
obtain a copy by writing the Company at the address set forth above under
"Additional Information."
Additional Information
- ----------------------
Additional updating information with respect to the Common Stock and the
Plan covered herein may be provided in the future to participants under the Plan
by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Committee.
The Company upon written or oral request, will provide without charge to
any person to whom this Prospectus is delivered: a copy of the Plan, a copy of
its latest Annual Report to Stockholders (when available) and a copy of any and
all of the documents that have been incorporated by reference in Item 3 of Part
II of the Registration Statement of which this Prospectus is a part, and that
such documents are deemed incorporated by reference in this 1933 Act Section
10(a) Prospectus. Further, other documents required to be delivered to Plan
participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary, TF Financial Corporation, 3 Penns Trail,
Newtown, Pennsylvania 18940. The Registrant's telephone number is (215)
579-4000.
Legal Opinion
- -------------
The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.
7
<PAGE>
APPENDIX A
ADDITIONAL INFORMATION CONCERNING
THE
TF FINANCIAL CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
(As of July 31, 1996)
Administration
- --------------
The Board has appointed Directors Dusek, Olsen, and Gola as members of the
Committee responsible for administration of the 1996 Directors Stock Option Plan
("Plan").
Number of Shares Subject to Plan
- --------------------------------
On May 21, 1996, Options covering 25,000 shares of the Common Stock were
outstanding, which were granted at an exercise price of $14.75 per share. As of
the date of this Appendix, 25,000 shares of Common Stock remain issuable under
the Plan, which provides for the issuance of Options for a total of 25,000
shares of Common Stock.
Participation in the Plan
- -------------------------
As of May 21, 1996, the Company and its subsidiaries had 8 directors
eligible to participate in the Plan. Of such persons, as of May 21,1996,
Non-Incentive Stock Options to purchase 25,000 shares of Common Stock, in the
aggregate were held by 8 non-employee members of the Board of TF Financial
Corporation or Third Federal Savings Bank.
Outstanding Awards
- ------------------
The following table presents information with respect to the outstanding
Options under the Plan as of the date of this Appendix.
<TABLE>
<CAPTION>
Number of Shares Presently Number of Persons Exercise Price
Grant Date Subject to Options Holding Awards Per Share
- ---------- -------------------------- ----------------- --------------
<S> <C> <C> <C>
May 21, 1996 25,000 8 $14.75
Total Awards Outstanding 25,000 8 $14.75
</TABLE>
A-1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- --------------------------------------------------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and, accordingly, files periodic reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at present rates) at the Commission's Public Reference Section, Room 1024, 450
Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are incorporated
by reference in the Registration Statement and the Prospectus constituting
Part I of such Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 33-76960) filed
with the Commission on March 28, 1994 and amendments thereto;
(2) The Company's Annual Report on Form 10-K filed with the Commission for
the fiscal ended December 31, 1995, as filed with the Commission;
(3) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996, as filed with the Commission;
(4) The Company's Definitive Proxy Statement related to the 1996 Annual
Meeting of Stockholders as filed with the Commission on;
(5) The Company's Registration Statement on Form 8-A as filed with the
Commission on March 16, 1994;
(6) Information as to the Options which will be included in the future
either in the Company's proxy statements, annual reports or appendices to this
Prospectus.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of
the Securities Exchange Act of 1934 after the date hereof and prior to the
termination of the offering of the shares of Common Stock shall be deemed to be
incorporated by reference in this Registration Statement herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ----------------------------------
Not applicable because the Company's Common Stock is registered under
Section 12 of the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
- -----------------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a
corporation such as the registrant to indemnify officers, directors, employees,
and agents under certain circumstances. Section 145 requires indemnification of
directors, officers, employees, and agents who have been successful on the
merits or otherwise in defense of certain actions, suits, proceedings claims,
issues, and matters. Article XVIII of the registrant's Certificate of
Incorporation provides for indemnification.
Section 102(b)(7) of the Delaware General Corporation Law allows for the
limitation of liability of directors. Article XVII of the registrant's
Certificate of Incorporation provides for the limitation of liability of
directors.
The registrant believes that these provisions assist the registrant in,
among other things, attracting and retaining qualified persons to serve the
registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the registrant and effectively reduce the ability of
stockholders to sue on behalf of the registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the registrant to an indemnified party.
Additionally, the Company has in force a Directors and Officers Liability
Policy underwritten by CNA with a $5.0 million aggregate limit of liability and
an aggregate deductible of $100,000 per loss both for claims directly against
officers and directors and for claims where the Company is required to indemnify
directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable since no restricted securities within the meaning of Rule
144 of the Securities Act of 1933 will be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
- -----------------
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
Item 9. Undertakings
- ---------------------
(a) 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 of 1933;
II-2
<PAGE>
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) 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.
(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) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(b) 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such 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,
II-3
<PAGE>
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 1933 Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TF Financial
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Registration Statement 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 Newtown and the
Commonwealth of Pennsylvania, on the 31st day of July 1996.
TF Financial Corporation
By: /s/ John R. Stranford
John R. Stranford
President and Chief Operating Officer
(Duly Authorized Representative)
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of TF Financial Corporation,
do hereby severally constitute and appoint John R. Stranford our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said John R. Stranford may
deem necessary or advisable to enable TF Financial Corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
Registration Statement on Form S-8 relating to the offering of the Company's
Common Stock, including specifically, but not limited to, power and authority to
sign for us or any of us in our names in the capacities indicated below the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said John R.
Stranford shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/ John R. Stranford July 31, 1996 /s/ Robert N. Dusek July 31, 1996
- -------------------------------- --------------------- ------------------------------------- -----------------
John R. Stranford Date Robert N. Dusek Date
President and Chief Operating Officer Chairman of the Board
(Principal Executive Officer) and Director
/s/ Carl F. Gregory July 31, 1996 /s/ George A. Olsen July 31, 1996
- -------------------------------- --------------------- -------------------------------------- ---------------
Carl F. Gregory Date George A. Olsen Date
Director Director
/s/ Thomas J. Gola July 31, 1996 /s/ William C. Niemczura July 31, 1996
- -------------------------------- --------------------- ------------------------------------ ----------------
Thomas J. Gola Date William C. Niemczura Date
Director Senior Vice President
(Principal Financial and Accounting Officer)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- -------------------
4.1 TF Financial Corporation
1996 Directors Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive Stock
Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein
EXHIBIT 4.1
TF Financial Corporation
1996 Directors Stock Option Plan
<PAGE>
Exhibit A
TF FINANCIAL CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the TF Financial
Corporation ("Corporation") 1996 Directors Stock Option Plan (the "Plan"). The
purpose of the Plan is to attract and retain qualified personnel to serve as
members of the Board of Directors of the Corporation and the Board of Directors
of Third Federal Savings Bank necessary to promote the success of the business
enterprise.
2. Definitions. The following words and phrases when used in this Plan with
an initial capital letter, unless the context clearly indicates otherwise, shall
have the meaning as set forth below. Wherever appropriate, the masculine pronoun
shall include the feminine pronoun and the singular shall include the plural.
(a) "Award" means the grant of Stock Options to Directors of the
Corporation and the Savings Bank as specified by the terms of the Plan.
(b) "Board" shall mean the Board of Directors of the Corporation, or any
successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a material
portion, of the assets of the Corporation; (ii) a merger or recapitalization in
the Corporation whereby the Corporation is not the surviving entity; (iii) a
change in control of the Corporation, as otherwise defined or determined by the
Office of Thrift Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Corporation by
any person, trust, entity or group. This limitation shall not apply to the
purchase of shares by underwriters in connection with a public offering of
Corporation stock, or the purchase of shares of up to 25% of any class of
securities of the Corporation by a tax-qualified employee stock benefit plan
which is exempt from the approval requirements, set forth under 12 C.F.R.
ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. The
decision of the Committee as to whether a Change in Control has occurred shall
be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder.
(e) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Section 5(a) of the Plan.
(f) "Common Stock" shall mean common stock, par value $.10 per share, of
the Corporation, or any successor or parent corporation thereto.
A-1
<PAGE>
(g) "Corporation" shall mean the TF Financial Corporation, the parent
corporation of the Savings Bank, or any successor or Parent thereof.
(h) "Director" shall mean a member of the Board of the Corporation or
the Savings Bank, or any successor or parent corporation thereto.
(i) "Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Savings Bank or the
Corporation from time to time.
(j) "Disability" means any physical or mental impairment which renders
the Participant incapable of continuing in the employment or service of the
Savings Bank or the Parent in his then current capacity as determined by the
Committee.
(k) "Dividend Equivalent Rights" shall mean the rights to receive a cash
payment in accordance with Section 9 of the Plan.
(l) "Effective Date" shall mean the date specified in Section 12 hereof.
(m) "Fair Market Value" shall mean: (i) if the Common Stock is traded
otherwise than on a national securities exchange, then the Fair Market Value per
Share shall be equal to the last sale price of such Common Stock on such date,
or if there are no sales reported on such date then such Fair Market Value per
Share shall be equal to the mean between the last bid and ask price of such
Common Stock on such date or, if there is no bid and ask price on said date,
then on the immediately prior business day on which there was a last sale price
or last bid and ask price. If no such price is available, then the Fair Market
Value shall be determined by the Committee in good faith; or (ii) if the Common
Stock is listed on a national securities exchange, then the Fair Market Value
per Share shall be equal to the last sale price of such Common Stock reported on
such exchange on such date, or if there were no sales on said date, then the
Fair Market Value shall be not less than the mean between the last bid and ask
price on such date.
(n) "Stock Option" shall mean an option to purchase shares of Common
Stock granted pursuant to Section 8 hereof, which option is not intended to
qualify under Section 422 of the Code as an incentive stock option.
(o) "Optioned Stock" shall mean stock subject to a Stock Option granted
pursuant to the Plan.
(p) "Optionee" shall mean any person who receives a Stock Option or
Award pursuant to the Plan.
(q) "Parent" shall mean any present or future corporation which would be
a "parent corporation" as defined in Subsections 424(e) and (g) of the Code.
(r) "Participant" means any director of the Corporation or any Parent or
Subsidiary of the Corporation who by the express terms of the Plan is granted an
Award.
(s) "Plan" shall mean the TF Financial Corporation 1996 Directors Stock
Option Plan.
A-2
<PAGE>
(t) "Savings Bank" shall mean Third Federal Savings Bank, Newtown,
Pennsylvania, or any successor corporation thereto.
(u) "Share" shall mean one share of the Common Stock.
(v) "Subsidiary" shall mean any present or future corporation which
constitutes a "subsidiary corporation" as defined in Subsections 424(f) and (g)
of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 10 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 25,000 shares of
Common Stock. Such Shares may either be from authorized but unissued shares,
treasury shares or shares purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
4. Six Month Holding Period.
Except in the event of death or disability of the Optionee, a minimum of
six months must elapse between the date of the grant of an Option and the date
of the sale of the Common Stock received through the exercise of such a Stock
Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by a
the Committee which shall consist of at least three non-employee Directors of
the Corporation appointed by the Board and serving at the pleasure of the Board.
(b) Powers of the Committee. The Committee is authorized (but only to
the extent not contrary to the express provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the Board from time
to time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In no event may the
Committee revoke outstanding Awards without the consent of the Participant.
The President of the Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute written agreements
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants. Such agreements shall set forth the Option exercise price,
the number of shares of Common Stock subject to such a Stock Option, the
expiration date of such a Stock Options, and such other terms and restrictions
applicable to such Award as are determined in accordance with the Plan or the
actions of the Committee.
A-3
<PAGE>
(c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
6. Eligibility for Awards and Limitations.
Stock Options under the Plan shall be granted in accordance with Section
8 of the Plan to non-employee Directors of the Corporation and the Savings Bank.
7. Term of the Plan. The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
14 hereof. No Stock Option shall be granted under the Plan after ten (10) years
from the Effective Date.
8. Terms and Conditions of Stock Options. Each Stock Option granted pursuant
to the Plan shall be evidenced by an instrument in such form as the Committee
shall from time to time approve. Each Stock Option granted pursuant to the Plan
shall comply with and be subject to the following terms and conditions.
(a) Option Price. The exercise price per Share of Common Stock for each
Stock Option granted pursuant to the Plan shall be equal to the Fair Market
Value of such Common Stock on the Effective Date as determined by the Committee
in good faith.
(b) Awards. Upon the Effective Date, the following non-employee
Director(s) of the Corporation and the Savings Bank shall be granted a Stock
Option to purchase shares of Common Stock as follows:
Director Number of Shares Subject to Options
-------- -----------------------------------
Dusek 6,000
Gola 6,000
Olsen 6,000
Gregory 1,400
Happ 1,400
Tantala 1,400
Mazur 1,400
Yerkes 1,400
(c) Term. The term of exercisability of each Stock Option granted
pursuant to the Plan shall be ten (10) years from the Effective Date.
(d) Exercise Generally. The Committee may impose additional conditions
upon the right of any Participant to exercise any Stock Option granted hereunder
which is not inconsistent with the terms of the Plan. Except as otherwise
provided by the terms of the Plan or by action of the Committee at the time of
the grant of the Options, the Options will be first exercisable as of the date
of grant.
A-4
<PAGE>
(e) Payment. Full payment for each Share of Common Stock purchased upon
the exercise of any Stock Option granted under the Plan shall be made at the
time of exercise of each such Stock Option and shall be paid in cash (in United
States Dollars), Common Stock or a combination of cash and Common Stock. Common
Stock utilized in full or partial payment of the Option exercise price shall be
valued at its Fair Market Value at the date of exercise. The Corporation shall
accept full or partial payment in Common Stock only to the extent permitted by
applicable law. No Shares of Common Stock shall be issued until full payment has
been received by the Corporation and no Optionee shall have any of the rights of
a stockholder of the Corporation until the Shares of Common Stock are issued to
the Optionee.
(f) Cashless Exercise. An Optionee who has held a Stock Option for at
least six months may engage in the "cashless exercise" of the Option. Upon a
cashless exercise, an Optionee gives the Corporation written notice of the
exercise of the Stock Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
exercise price and any applicable withholding taxes. If the Optionee does not
sell the Optioned Stock through a registered broker-dealer or equivalent third
party, the Optionee can give the Corporation written notice of the exercise of
the Option and the third party purchaser of the Optioned Stock shall pay the
Option exercise price plus any applicable withholding taxes to the Corporation.
(g) Transferability. Any Stock Option granted pursuant to the Plan shall
be exercised during an Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
(h) Exercisability Following Death. In the event of the death of an
Optionee, any Stock Options granted to such Optionee may thereafter be exercised
by the person or persons to whom the Optionee's rights under any such Stock
Options pass by will or by the laws of descent and distribution (including the
Optionee's estate during the period of administration) at any time prior to the
normal expiration date of such Option. At the discretion of the Committee, upon
exercise of such Options, the Optionee may receive Shares or cash or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the difference between the Fair Market Value of such Shares and the
exercise price of such Options on the exercise date.
9. Dividend Equivalent Rights. Each Stock Option awarded in accordance with
the Plan shall include as a term of such Stock Option, the right of the Optionee
to receive Dividend Equivalent Rights. Such rights shall provide that upon the
payment of a dividend on the Common Stock, the holder of such Options shall
receive payment of compensation in an amount equivalent to the dividend payable
as if such Options had been exercised and such Common Stock held as of the
dividend record date. Such rights shall expire upon the expiration or exercise
of such underlying Options. Such rights are non-transferable and shall attach to
Options whether or not such Options are immediately exercisable.
10. Recapitalization, Merger, Consolidation, Change in Control and Other
Transactions.
(a) Adjustment. Subject to any required action by the stockholders of
the Corporation, within the sole discretion of the Committee, the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock covered by each outstanding Option, and the
exercise price per Share of Common Stock of each such Option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding Shares of
A-5
<PAGE>
Common Stock resulting from a subdivision or consolidation of Shares (whether by
reason of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares, or otherwise) or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in the number of
such Shares of Common Stock effected without the receipt or payment of
consideration by the Corporation (other than Shares held by dissenting
stockholders).
(b) Change in Control. All outstanding Awards shall become immediately
exercisable in the event of a Change in Control of the Corporation, as
determined by the Committee. In the event of such a Change in Control, the
Committee and the Board of Directors will take one or more of the following
actions to be effective as of the date of such Change in Control:
(i) provide that such Options shall be assumed, or equivalent options
shall be substituted, ("Substitute Options") by the acquiring or succeeding
corporation (or an affiliate thereof), provided that: (A) any such Substitute
Options exchanged for Incentive Stock Options shall meet the requirements of
Section 424(a) of the Code, and (B) the shares of stock issuable upon the
exercise of such Substitute Options shall constitute securities registered in
accordance with the Securities Act of 1933, as amended, ("1933 Act") or such
securities shall be exempt from such registration in accordance with Sections
3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered Securities"), or
in the alternative, if the securities issuable upon the exercise of such
Substitute Options shall not constitute Registered Securities, then the Optionee
will receive upon consummation of the Change in Control transaction a cash
payment for each Option surrendered equal to the difference between (1) the Fair
Market Value of the consideration to be received for each share of Common Stock
in the Change in Control transaction times the number of shares of Common Stock
subject to such surrendered Options, and (2) the aggregate exercise price of all
such surrendered Options, or
(ii) in the event of a transaction under the terms of which the holders
of the Common Stock of the Corporation will receive upon consummation thereof a
cash payment (the "Merger Price") for each share of Common Stock exchanged in
the Change in Control transaction, to make or to provide for a cash payment to
the Optionees equal to the difference between (A) the Merger Price times the
number of shares of Common Stock subject to such Options held by each Optionee
(to the extent then exercisable at prices not in excess of the Merger Price) and
(B) the aggregate exercise price of all such surrendered Options in exchange for
such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any provisions of
the Plan to the contrary, subject to any required action by the stockholders of
the Corporation, in the event of any Change in Control, recapitalization,
merger, consolidation, exchange of Shares, spin-off, reorganization, tender
offer, partial or complete liquidation or other extraordinary corporate action
or event, the Committee, in its sole discretion, shall have the power, prior or
subsequent to such action or event to:
(i) appropriately adjust the number of Shares of Common Stock
subject to each Option, the Option exercise price per Share of Common Stock, and
the consideration to be given or received by the Corporation upon the exercise
of any outstanding Option;
(ii) cancel any or all previously granted Options, provided that
appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan as
the Committee, in its sole discretion, deems necessary, desirable, appropriate
or advisable.
A-6
<PAGE>
Except as expressly provided in Sections 10(a), 10(b) and 10(e) hereof,
no Optionee shall have any rights by reason of the occurrence of any of the
events described in this Section 10.
(d) Acceleration. The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under the Plan.
(e) Non-recurring Dividends. Upon the payment of a special or
non-recurring cash dividend that has the effect of a return of capital to the
stockholders, the Option exercise price per share shall be adjusted
proportionately, except to the extent that the Participant shall otherwise
receive payments associated with Dividend Equivalent Rights attributable to such
Options with regard to such special or non-recurring cash dividends.
11. Date of Granting Options. The date of grant of an Option under the Plan
shall, for all purposes, be the date on which the Plan is adopted by the Board
of the Corporation. Notice of the grant of an Option shall be given to each
individual to whom an Option is so granted within a reasonable time after the
date of such grant in a form determined by the Committee.
12. Effective Date. The Plan shall become effective upon the date of
adoption of the Plan by the Board of the Corporation.
13. Modification of Options. At any time and from time to time, the Board may
authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on the Optionee by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 14 hereof.
14. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or discontinue the
Plan, except that no action of the Board may increase (other than as provided in
Section 10 hereof) the maximum number of Shares permitted to be issued under the
Plan.
(b) Change in Applicable Law. Notwithstanding any other provision
contained in the Plan, in the event of a change in any federal or state law,
rule or regulation which would make the exercise of all or part of any
previously granted Option unlawful or subject the Corporation to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
15. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted under the
Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, ("1933 Act") the rules and regulations
promulgated thereunder, including Rule 144 of the 1933 Act, any applicable state
securities laws and the requirements of any stock exchange upon which the Shares
may then be listed.
A-7
<PAGE>
(b) The inability of the Corporation to obtain any necessary authorizations,
approvals or letters of non-objection from any regulatory body or authority
deemed by the Corporation's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder shall relieve the Corporation of any liability in
respect of the non-issuance or sale of such Shares.
(c) As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties as
may be necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the termination of
employment or service of an Optionee by the Corporation or its Subsidiaries for
"cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by the Board of
Directors, all Options held by such Participant shall cease to be exercisable as
of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's personal
representative), the Committee, in its sole and absolute discretion, may make a
cash payment to the Optionee, in whole or in part, in lieu of the delivery of
shares of Common Stock. Such cash payment to be paid in lieu of delivery of
Common Stock shall be equal to the difference between the Fair Market Value of
the Common Stock on the date of the Option exercise and the exercise price per
share of the Option. Such cash payment shall be in exchange for the cancellation
of such Option. Such cash payment shall not be made in the event that such
transaction would result in liability to the Optionee or the Corporation under
Section 16(b) of the Securities Exchange Act of 1934, as amended, and
regulations promulgated thereunder.
16. Reservation of Shares. During the term of the Plan, the Corporation will
reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
17. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Corporation by reason of the Plan
or the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
18. Withholding Tax. The Corporation shall have the right to deduct from all
amounts paid in cash with respect to the cashless exercise of Options and
Dividend Equivalent Rights under the Plan any taxes required by law to be
withheld with respect to such cash payments. Where a Participant or other person
is entitled to receive Shares pursuant to the exercise of an Option, the
Corporation shall have the right to require the Participant or such other person
to pay the Corporation the amount of any taxes which the Corporation is required
to withhold with respect to such Shares, or, in lieu thereof, to retain, or to
sell without notice, a number of such Shares sufficient to cover the amount
required to be withheld.
19. No Employment Rights. No Director shall have a right to be selected as a
Participant under the Plan. Neither the Plan nor any action taken by the Board
or the Committee in administration of the Plan shall be construed as giving any
person any rights of employment or retention as a Director or in any other
capacity with the Corporation, the Savings Bank or other Subsidiaries.
20. Governing Law. The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, except to the extent that
federal law shall be deemed to apply.
A-8
EXHIBIT 4.2
Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR STOCK OPTIONS PURSUANT TO THE
TF FINANCIAL CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
STOCK OPTIONS for a total of __________ shares of Common Stock, par value
$.10 per share, of TF Financial Corporation (the "Company") is hereby granted to
________________________ (the "Optionee") at the price determined as provided
in, and in all respects subject to the terms, definitions and provisions of the
1996 Directors Stock Option Plan (the "Plan") adopted by the Company which is
incorporated by reference herein, receipt of which is hereby acknowledged. Such
Stock Options do not comply with Options granted under Section 422 of the
Internal Revenue Code of 1986, as amended.
1. Option Price. The Option price is $14.75 for each Share, being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option.
2. Exercise of Option.
(a) Date of Exercisability. This Option shall be exercisable immediately
upon the date of grant in accordance with provisions of the Plan.
Notwithstanding any provisions in this Section 2, in no event shall this Option
be exercisable prior to six months following the date of grant, except in the
event of the death or disability of the Optionee.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the number of
Shares with respect to which it is being exercised, the person in whose
name the stock certificate or certificates for such Shares of Common Stock
is to be registered, his address and Social Security Number (or if more
than one, the names, addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option; and
(iv) Be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
<PAGE>
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Dividend Equivalent Rights. The Stock Options represented by this
Agreement shall include the right of the Optionee to receive payment of dividend
equivalent rights. Such rights shall provide that upon the payment of a cash
dividend on the Common Stock, the holder of such Options shall receive payment
of cash in an amount equivalent to the cash dividend payable as if such Options
had been exercised and such Common Stock held as of the dividend record date.
Such rights shall expire upon the expiration or exercise of such underlying
Options. Such rights are non-transferable and shall attach to Options
represented by this Agreement whether or not such Options are immediately
exercisable.
<PAGE>
6. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
TF Financial Corporation
Date of Grant: May 21, 1996 By: ______________________________
------------ John R. Stranford,
President
Attest:
_____________________________
[SEAL]
<PAGE>
STOCK OPTION EXERCISE FORM
--------------------------
PURSUANT TO THE
TF FINANCIAL CORPORATION
1996 DIRECTORS STOCK OPTION PLAN
-------------
(Date)
TF Financial Corporation
Dear Sir:
The undersigned elects to exercise the Stock Option to purchase _______
shares, par value $.10, of Common Stock of TF Financial Corporation under and
pursuant to a Stock Option Agreement dated _________, 19__.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$_______________ of cash or check
_______________ of Common Stock
$ Total
===============
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name _______________________________________________
Address ____________________________________________
Social Security Number _____________________________
Very truly yours,
________________
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
July 31, 1996
Board of Directors
TF Financial Corporation
3 Penns Trail
Newtown, Pennsylvania 18940
RE: Registration Statement on Form S-8:
----------------------------------
TF Financial Corporation 1996 Directors Stock Option Plan
Gentlemen:
We have acted as special counsel to TF Financial Corporation, a State of
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 25,000 shares of common stock, par value $.10 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options (the "Options") granted or which may be granted under the TF Financial
Corporation 1996 Directors Stock Option Plan (the "Plan"), as more fully
described in the Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the exercise of options
granted under and in accordance with the terms of the Plan will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectus which is a part of the
Registration Statement.
Sincerely,
/s/ Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
Washington, D.C.
EXHIBIT 23.2
Consent of Independent Accountants
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
----------------------------------------------------
We have issued our report dated January 19, 1996 accompanying the consolidated
financial statements of TF Financial Corporation and Subsidiaries appearing in
the 1995 Annual Report of the Company to its shareholders included in the Annual
Report on Form 10-K for the year ended December 31, 1995 which is incorporate by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
July 29, 1996
