-----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, F5og+ai9VsZ9k9To4vqQwzlpUQXQWPTrn5uK3GFdC2uHgWzACpAPdP+19VUi/PxQ Z3ZXkcopiAwZ/x86nHeTTQ== 0000914317-03-003185.txt : 20031030 0000914317-03-003185.hdr.sgml : 20031030 20031030165616 ACCESSION NUMBER: 0000914317-03-003185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNFED FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000920945 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223297339 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24040 FILM NUMBER: 03967251 BUSINESS ADDRESS: STREET 1: 622 EAGLE ROCK AVE CITY: WEST ORANGE STATE: NJ ZIP: 07052 BUSINESS PHONE: 2016697366 MAIL ADDRESS: STREET 1: 622 EAGLE ROCK AVE CITY: WEST ORANGE STATE: NJ ZIP: 07052 8-K 1 form8k-55211_pennfed.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2003 PENNFED FINANCIAL SERVICES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-24040 22-3297339 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 622 Eagle Rock Avenue, West Orange, New Jersey 07052 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 669-7366 ------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure On October 30, 2003, PennFed Financial Services, Inc., a Delaware corporation (the "Company"), changed its state of incorporation from Delaware to Maryland. The change in the Company's state of incorporation was approved by its stockholders at its Annual Meeting of Stockholders held on October 29, 2003. The reincorporation in the State of Maryland was accomplished by the merger of the Company with and into its wholly-owned subsidiary, PennFed Financial Services, Inc., a Maryland corporation ("PennFed Maryland"), which was the surviving corporation in the merger. Prior to the merger, PennFed Maryland had no assets or liabilities other than nominal assets or liabilities. The reincorporation will not result in any change in the name, business, management, location of the principal executive offices, assets, liabilities or stockholders' equity of the Company. Stockholders will not be required to undertake a mandatory exchange of the Company's shares. Certificates for shares of the Company's common stock automatically represent an equal number of shares of the common stock of PennFed Maryland. The stock purchase rights attached to each share of the Company's common stock pursuant to the Rights Agreement between the Company and Registrar and Transfer Company, as rights agent (the "Rights Agreement"), will continue to be in effect in relation to PennFed Maryland's common stock, and the terms of the stock purchase rights will not be affected by the reincorporation. The Rights Agreement has been amended to reflect the change in the Company's state of incorporation, and a copy of the amendment is attached hereto as Exhibit 99. PennFed Maryland's common stock and stock purchase rights are deemed registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, by operation of Rule 12g-3 thereunder. PennFed Maryland's common stock is listed on The Nasdaq Stock Market under the symbol "PFSB," which was the symbol for the Company's common stock. Item 7. Financial Statements and Exhibits (c) Exhibits 99 Amendment No. Three to Stockholder Protection Rights Agreement, dated as of October 30, 2003 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PENNFED FINANCIAL SERVICES, INC. Date: October 30, 2003 By: /s/ Joseph L. LaMonica ---------------- ------------------------------------- Joseph L. LaMonica President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 Amendment No. Three to Stockholder Protection Rights Agreement, dated as of October 30, 2003 4 EX-99 3 exhibit99.txt AMENDMENT NO. THREE TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of March 21, 1996 between PENNFED FINANCIAL SERVICES, INC. and REGISTRAR AND TRANSFER COMPANY as Rights Agent WHEREAS, the purpose of this document (this "Amendment") is to amend the Stockholder Protection Rights Agreement (the "Rights Agreement"), dated as of March 21, 1996 and amended as of February 10, 1998 and October 13, 1998, between PennFed Financial Services, Inc., a Maryland corporation (the "Company"), as successor by merger (the "Merger") to PennFed Financial Services, Inc., a Delaware corporation ("PennFed Delaware"), and Registrar and Transfer Company, as Rights Agent (the "Rights Agent"); WHEREAS, the Merger became effective on October 30, 2003 pursuant to the Plan of Reorganization and Agreement of Merger, dated as of September 16, 2003 (the "Merger Agreement"), between the Company and PennFed Delaware, for the sole purpose of changing PennFed Delaware's state of incorporation from Delaware to Maryland; WHEREAS, upon consummation of the Merger, pursuant to Section 1.8 of the Merger Agreement, all outstanding stock purchase rights ("Stock Purchase Rights") under the Rights Agreement were assumed by the Company and became rights to purchase the common stock, par value $.01 per share, of the Company, with no other changes in the terms and conditions of such Stock Purchase Rights; WHEREAS, in order to reflect the Company's adoption and assumption of the Rights Agreement as successor to PennFed Delaware, and to reflect the aforementioned change in the state of incorporation from Delaware to Maryland, the Company and the Rights Agent wish to amend the Rights Agreement as set forth hereinbelow; and WHEREAS, this Amendment is in accordance with Section 5.4 of the Rights Agreement. NOW THEREFORE, in consideration of the premises contained herein, and other good and valuable consideration, it is agreed as follows: 1. The first sentence of Section 2.2 of the Rights Agreement is hereby amended to read as follows: "2.2 Legend on Common Stock Certificates. Certificates for the Common Stock ----------------------------------- issued (whether originally issued or from the Company's treasury account) after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following (or substantially similar) legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, dated as of March 21, 1996 (as such has heretofore been and may hereafter be amended from time to time, the "Rights Agreement"), between PennFed Financial Services, Inc., a Maryland corporation (the "Company"), as successor by merger to PennFed Financial Services, Inc., a Delaware corporation, and Registrar and Transfer Company, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor." 2. Section 5.15 of the Rights Agreement is hereby amended to read in its entirety as follows: "5.15 Governing Law. Except to the extent governed by Federal law, -------------- this Agreement and each Right issued hereunder shall be deemed to be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to the principles of conflict of laws of such state." 3. The Company hereby expressly assumes and adopts the Rights Agreement as successor to PennFed Delaware, and, by virtue of Section 5.12 of the Rights Agreement, all covenants and provisions of the Rights Agreement by or for the benefit of PennFed Delaware shall bind and inure to the benefit of the Company. All references in the Rights Agreement to the "Company" following the effective time of the Merger shall be deemed to refer to PennFed Financial Services, Inc., a Maryland corporation. 4. This Amendment may be executed in counterparts, which together shall constitute a single instrument. [Signature page follows] 2 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of this 30th day of October, 2003. ATTEST: PENNFED FINANCIAL SERVICES, INC. /s/ Patrick D. McTernan By: /s/ Joseph L. LaMonica - ----------------------- ---------------------- Patrick D. McTernan Joseph L. LaMonica Secretary President and Chief Executive Officer ATTEST: REGISTRAR AND TRANSFER COMPANY By: /s/ Mary Rose Cascaes By: /s/ Thomas L. Montrone ---------------------------- ----------------------- Name: Mary Rose Cascaes Name: Thomas L. Montrone ---------------------------- ----------------------- Title: Executive Vice President and Title: President and ---------------------------- ----------------------- Chief Operating Officer Chief Executive Officer ---------------------------- ----------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----