foxchase10kaapril2-10.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-32971

FOX CHASE BANCORP, INC.

(Exact name of registrant as specified in its charter)

United States		33-1145559
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4390 Davisville Road, Hatboro, Pennsylvania		19040
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 682-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Common Stock, par value $0.01 per share Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ___ No X

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ No X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [ ] Accelerated Filer [ ]

Non-Accelerated Filer [ ] Smaller Reporting Company [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ___ No X

The aggregate market value of the voting and non-voting common equity held by nonaffiliates as of June 30, 2009 was approximately $48.7 million. Solely for purposes of thiscalculation, the shares held by Fox Chase MHC and the directors and officers of the registrant are deemed to be affiliates.

The number of shares outstanding of the registrant’s common stock as of March 3, 2010 was 13,609,187.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Form 10-K/A is being filed by Fox Chase Bancorp, Inc. to correct the box checked on the cover page to indicate that the Company is a smaller reporting company. The Company erroneously indicated it was an accelerated filer on the cover page of the Form 10-K filed with the Securities and Exchange Commission on March 12, 2010. There were no other changes to the Form 10-K.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)

The financial statements required in response to this item are incorporated by reference from Item 8 of this Report.

(2)

All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

(3)

Exhibits

Exhibit No	Description	Incorporated by Reference to
1.1	Engagement Letter by and between Fox Chase MHC, Fox Chase Bancorp, Inc., Fox Chase Bank and Stifel, Nicolaus & Company, Incorporated as marketing agent	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
1.2	Engagement Letter by and between Fox Chase MHC, Fox Chase Bancorp, Inc., Fox Chase Bank and Stifel, Nicolaus & Company, Incorporated as records management agent	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
2.0	Plan of Conversion and Reorganization	Form 8-K as filed on March 10, 2010
3.1	Charter of Fox Chase Bancorp, Inc.	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
3.2	Bylaws of Fox Chase Bancorp, Inc.	Form 8-K as filed on March 10, 2010
4.1	Stock Certificate of Fox Chase Bancorp, Inc.	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.1	*Form of Fox Chase Bank Employee Stock Ownership Plan and Trust Agreement	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.2	*Fox Chase Bank 401(k) Profit-Sharing Plan and Trust	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.3	*Employment Agreement between Thomas M. Petro, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.4	*Employment Agreement between Jerry D. Holbrook, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.5	*Employment Agreement between Keiron G. Lynch, Fox Chase Bancorp, Inc. and Fox Chase Bank, as amended and restated	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.6	*Employment Agreement between Roger S. Deacon, Fox Chase Bancorp, Inc. and Fox Chase Bank	Form 10-K for the year ended December 31, 2008 as filed on March 12, 2009
10.7	*Employment Agreement between Michael S. Fitzgerald, Fox Chase Bancorp, Inc. and Fox Chase Bank	Form 10-Q for the quarter ended September 30, 2009 as filed on November 6, 2009
10.8	*Fox Chase Bank Executive Long-Term Incentive Plan	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.9	*Fox Chase Bank Employee Severance Compensation Plan, as amended and restated	Form S-1 (Registration No. 333-134160), as amended, as filed on May 16, 2006
10.10	*Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan	Definitive Proxy Statement as filed on April 12, 2007
10.11	*Fox Chase Bancorp, Inc. Executive Incentive Compensation Plan	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
21.0	List of Subsidiaries	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
23.1	Consent of KPMG LLP	Form 10-K for the year ended December 31, 2009 as filed on March 12, 2010
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certification of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

_____________________
* Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FOX CHASE BANCORP, INC.

Date April 7, 2010	By:	/s/ Thomas M. Petro
		Thomas M. Petro
		President and Chief Executive Officer (Duly Authorized Representative)