-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DjVWYtpAWSb4LqI4a9ciMYxYyoMzHFLvhsfPZL0ODBMI7zmmIZVXxPo92iQePz0p UOcSpQCrOa+o0JpQcI+qLg== 0000914317-08-002845.txt : 20081125 0000914317-08-002845.hdr.sgml : 20081125 20081125141032 ACCESSION NUMBER: 0000914317-08-002845 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 EFFECTIVENESS DATE: 20081125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVS FINANCIAL CORP CENTRAL INDEX KEY: 0000910679 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 251710500 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-155647 FILM NUMBER: 081213268 BUSINESS ADDRESS: STREET 1: 9001 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123641911 MAIL ADDRESS: STREET 1: 9001 PERRY HIGHWAY CITY: PITTSBURG STATE: PA ZIP: 15237 S-8 1 s8-95989_wvs.txt S-8 Registration No. 333-______ Filed November 25, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WVS Financial Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 25-1710500 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9001 Perry Highway, Pittsburgh, Pennsylvania 15237 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) WVS Financial Corp. 2008 Stock Incentive Plan - -------------------------------------------------------------------------------- (Full Title of the Plan) David J. Bursic Copies to: President and Chief Executive Officer Kenneth B. Tabach, Esq. WVS Financial Corp. Elias, Matz, Tiernan & Herrick L.L.P. 9001 Perry Highway 734 15th Street, N.W. Pittsburgh, Pennsylvania 15237 Washington, D.C. 20005 (412) 364-1911 (202) 347-0300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Agent For Service) 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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] (Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE ------------------------------- Proposed Maximum Proposed Maximum Amount to be Offering Price Per Aggregate Offering Amount of Title of Securities to be Registered Registered (1) Share Price Registration Fee - ---------------------------------------- -------------------- ------------------ ------------------- ---------------- Common Stock, par value $.01 per share 152,000 shares (2) $16.10(2) $2,447,200(3) $96.18
- ------------------------- (1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the WVS Financial Corp. 2008 Stock Incentive Plan (the "Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock, par value $.01 per share ("Common Stock"), of WVS Financial Corp. (the "Company"). (2) Represents shares currently reserved for issuance pursuant to the Plan. (3) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is equal to the average of the high and low prices of the Common Stock on November 18, 2008 as reported by the Nasdaq Stock Market, LLC. ---------------------------------- This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. 230.462. PART I Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* - ---------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act and the "Note" to Part I on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this registration statement: (a) The Company's Annual Report on Form 10-K for the year ended June 30, 2008; (b) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the end of the fiscal year covered by the financial statements in the Form 10-K referred to in clause (a) above; (c) The description of the Common Stock of the Company contained in the Prospectus under the heading, "Description of Our Capital Stock" in the Company's Registration Statement on Form S-1 filed on August 16, 1993, as amended (File No. 33-67506); and (d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Any statement contained in this registration statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. 2 Item 4. Description of Securities. Not applicable since the Company's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article 8 of the Registrant's Amended and Related Articles of Incorporation provides as follows: Article 8. Indemnification, etc. of Officers, Directors, Employees and Agents. A. Personal Liability of Directors. A director of the Corporation shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a director except to the extent that by law a director's liability for monetary damages may not be limited. B. Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law. C. Advancement of Expenses. Reasonable expenses incurred by an officer, director, employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding described in Section B of this Article 8 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation. D. Other Rights. The indemnification and advancement of expenses provided by or pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of stockholders or directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. 3 E. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8. F. Security Fund; Indemnity Agreements. By action of the Board of Directors (notwithstanding their interest in the transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article 8. G. Modification. The duties of the Corporation to indemnify and to advance expenses to any person as provided in this Article 8 shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article 8, and no amendment or termination of any trust or other fund created pursuant to Section F of this Article 8, shall alter to the detriment of such person the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination. H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other provision of this Article 8, the Corporation shall not indemnify a director, officer, employee or agent for any liability incurred in an action, suit or proceeding initiated (which shall not be deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit or proceeding is authorized, either before or after its commencement, by the affirmative vote of a majority of the directors in office. Item 7. Exemption from Registration Claimed. Not applicable since no restricted securities will be reoffered or resold pursuant to this registration statement. 4 Item 8. Exhibits. The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): No. Exhibit ------- -------------------------------------------------------------- 4.0 Form of Common Stock certificate(1) 5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the Common Stock 10.0 WVS Financial Corp. 2008 Stock Incentive Plan(2) 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit 5.0) 23.2 Consent of S.R. Snodgrass, A.C. 24.0 Power of attorney for any subsequent amendments is located in the signature pages --------------- (1) Incorporated by reference from the Company's registration statement on Form S-1 (Commission File No. 33-67506) filed with the Commission on August 16, 1993, as amended. (2) Incorporated by reference from the Company's definitive proxy statement for the Annual Meeting of Stockholders held on October 28, 2008 (Commission File No. 000-22444) filed with the Commission on September 26, 2008. 5 Item 9. Undertakings. 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; (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; and (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 clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act, 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. That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. 5. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against 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, 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 questions whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Pittsburgh, Commonwealth of Pennsylvania, on this 24th day of November 2008. WVS FINANCIAL CORP. By: /s/ David J. Bursic ------------------------------------- David J. Bursic President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints David J. Bursic his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this registration statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments.
Name Title Date - --------------------------- ---------------------------------- ----------------- /s/ David J. Bursic Director, President and Chief November 24, 2008 - --------------------------- Executive Officer (principal David J. Bursic executive officer) /s/Jonathan D. Hoover Director, Senior Vice President - November 24, 2008 - --------------------------- Operations Jonathan D. Hoover /s/ Keith A. Simpson Vice President, Treasurer and November 24, 2008 - --------------------------- Chief Financial Officer (principal Keith A. Simpson financial and accounting officer) /s/ David L. Aeberli Chairman of the Board November 24, 2008 - --------------------------- David L. Aeberli 7 Name Title Date - --------------------------- ---------------------------------- ----------------- /s/ John W. Grace Director November 24, 2008 - --------------------------- John W. Grace /s/ Lawrence M. Lehman Director November 24, 2008 - --------------------------- Lawrence M. Lehman /s/ Margaret VonDerau Director November 24, 2008 - --------------------------- Margaret VonDerau
8 EX-5.0 2 ex5-0.txt EX-5.0 EXHIBIT 5.0 LAW OFFICES ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 11TH FLOOR 734 15TH STREET, N.W. WASHINGTON, D.C. 20005 ------ TELEPHONE: (202) 347-0300 FACSIMILE: (202) 347-2172 WWW.EMTH.COM November 25, 2008 Board of Directors WVS Financial Corp. 9001 Perry Highway Pittsburgh, Pennsylvania 15237 Re: Registration Statement on Form S-8 152,000 Shares of Common Stock Ladies and Gentlemen: We are special counsel to WVS Financial Corp., a Pennsylvania corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the "Registration Statement"). The Registration Statement relates to the registration of up to 152,000 shares of common stock, par value $.01 per share ("Common Stock"), of the Corporation to be issued pursuant to the Corporation's 2008 Stock Incentive Plan (the "Plan") upon the grant or exercise of stock options, stock appreciation rights or plan share awards of restricted stock (stock options and/or stock appreciation rights granted under the Plan are referred to as "Option Rights"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary under the Plan to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested by the Corporation to furnish an opinion to be included as an exhibit to the Registration Statement. For this purpose, we have reviewed the Registration Statement and related prospectus, the Articles of Incorporation and Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing the Common Stock and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other Board of Directors WVS Financial Corp. November 25, 2008 Page 2 instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed relevant as a basis for this opinion. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to Option Rights and restricted stock awards will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Option Rights and restricted stock awards; (ii) on the dates the Option Rights are exercised and the restricted stock awards are vested, the Option Rights and restricted stock awards will constitute valid, legal and binding obligations of the Corporation and will be enforceable as to the Corporation in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally); (iii) the Option Rights are exercised in accordance with their terms and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of "blue sky" and other securities laws as may be applicable will have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Plan, when issued pursuant to the Plan and upon receipt by the Corporation of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. We hereby consent to the reference to this firm under the caption "Legal Opinion" in the prospectus prepared with respect to the Plan and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Kenneth B. Tabach ---------------------------- Kenneth B. Tabach, a Partner EX-23.2 3 ex23-2.txt EX-23.2 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- We consent to the incorporation by reference in this Registration Statement on Form S-8 of WVS Financial Corp. of our report dated September 8, 2008, relating to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of WVS Financial Corp. for the year ended June 30, 2008. /s/ S.R. Snodgrass, A.C. Wexford, Pennsylvania November 20, 2008 -----END PRIVACY-ENHANCED MESSAGE-----