S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 23, 2000 Registration No. 333-______ ================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________________________ WSFS FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of Registrant as Specified in Its Charter) DELAWARE 22-2866913 -------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 838 MARKET STREET WILMINGTON, DELAWARE 19899 ------------------------------------------------------------ (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 ----------------------------------------------------------- (Name and Address of Agent for Service) (302) 571-7160 ------------------------------------------------------------ (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 =================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities To Amount To Be Offering Price Aggregate Offering Registration Be Registered Registered Per Share Price Fee ------------------------------------------------------------------------------------ Common Stock, $.01 par value 540,000 (1) $12.03 (2) $6,496,875 (2) $1,715.18 ===================================================================================== (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 average of the high and low selling prices of the common stock of the Registrant as reported on the Nasdaq National Market on June 21, 2000 of $12.03 per share ($6,496,875 in the aggregate).
* * * * * Note: This registration statement registers 540,000 additional shares of Common Stock of the Registrant to be issued under the WSFS Financial Corporation 1997 Stock Option Plan for which a registration statement on Form S-8, (Commission File No. 333-26099), has been filed and is effective. In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of that registration statement. * * * * * 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 May 25, 2000. WSFS FINANCIAL CORPORATION By: /s/ Marvin N. Schoenhals -------------------------- Marvin N. Schoenhals Chairman, President and Chief Executive Officer (Duly Authorized Representative) We, the undersigned directors and officers of WSFS Financial Corporation, do hereby severally constitute and appoint Marvin N. Schoenhals, 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 Marvin N. Schoenhals may deem necessary or advisable to enable WSFS 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 WSFS Financial Corporation's Common Stock, including specifically, but not limited to, power and authority to sign for 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 Marvin N. Schoenhals shall do or cause to be done by virtue thereof. 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.
Signatures Title Date ----------- ----- ----- /s/ Marvin N. Schoenhals Chairman, President, Chief May 25, 2000 -------------------------- Executive Officer and Director Marvin N. Schoenhals (Chief Executive Officer) /s/ Mark A. Turner Executive Vice President and May 25, 2000 -------------------------- Chief Financial Officer Mark A. Turner (Chief Financial and Accounting Officer) /s/ Charles G. Cheleden Vice Chairman and Director May 25, 2000 -------------------------- Charles G. Cheleden /s/ Dale E. Wolf -------------------------- Vice Chairman and Director May 25, 2000 Dale E. Wolf /s/ Joseph R. Julian Director May 25, 2000 -------------------------- Joseph R. Julian /s/ David E. Hollowell Director May 25, 2000 -------------------------- David E. Hollowell /s/ Thomas P. Preston Director May 25, 2000 -------------------------- Thomas P. Preston /s/ John F. Downey Director May 25, 2000 -------------------------- John F. Downey /s/ Eugene W. Weaver Director May 25, 2000 -------------------------- Eugene W. Weaver /s/ Linda C. Drake Director May 25, 2000 -------------------------- Linda C. Drake /s/ Claibourne D. Smith Director May 25, 2000 ------------------------- Claibourne D. Smith /s/ R. Ted Weschler Director May 25, 2000 -------------------------- R. Ted Weschler
INDEX TO EXHIBITS Exhibit Description ------- ----------- 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 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))