As filed with the Securities and Exchange Commission on June 27, 2003.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WSFS Financial Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 22-2866913
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
838 Market Street
Wilmington, Delaware 19899
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(Address of principal executive offices)
WSFS Financial Corporation Amended and Restated 1997 Stock Option Plan
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(Full Title of the Plan)
Mark A. Turner
Chief Financial Officer
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19889
(302) 571-7160
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(Name, address and telephone number of agent for service)
Copies to:
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John J. Spidi, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
================== =============== ======================= ===================== ==================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
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Common Stock
$0.01 par value 450,000 shares $36.91(2) $16,609,500 $1,343.71
per share
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(1) Maximum number of additional shares issuable under the WSFS Financial
Corporation Amended and Restated 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 25, 2003 of $36.91 per share ($16,609,500 in aggregate).
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
* * * * * * *
Note: This registration statement registers 450,000 additional shares of Common
Stock of the Registrant to be issued under the WSFS Financial Corporation
Amended and Restated 1997 Stock Option Plan for which two registration
statements on Form S-8, (Commission File No. 333-26099 and File No. 333-40032),
have been filed and are effective. In accordance with General Instruction E to
Form S-8, this registration statement incorporates by reference the contents of
such prior registration statements.
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 Wilmington in the State of Delaware, as of June 26,
2003.
WSFS FINANCIAL CORPORATION
Date: June 26, 2003 BY: /s/Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman and President
POWER OF ATTORNEY
We, the undersigned directors and officers of WSFS Financial
Corporation, do hereby severally constitute and appoint Marvin N. Schoenhals as
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 June 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 the Company's Common Stock, including specifically, but not limited
to, power and authority to sign, for 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 Marvin N. Schoenhals shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: June 26, 2003 BY: /s/Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman, President and Director
(Principal Executive Officer)
Date: June 26, 2003 BY: /s/Charles G. Cheleden
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Charles G. Cheleden
Vice Chairman and Director
Date: June 26, 2003 BY: /s/John F. Downey
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John F. Downey
Director
Date: June 26, 2003 BY: /s/Linda C. Drake
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Linda C. Drake
Director
Date: June 26, 2003 BY: /s/David E. Hollowell
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David E. Hollowell
Director
Date: June 26, 2003 BY: /s/Joseph R. Julian
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Joseph R. Julian
Director
Date: June 26, 2003 BY: /s/Thomas P. Preston
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Thomas P. Preston
Director
Date: June 26, 2003 BY: /s/Clairbourne D. Smith
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Claibourne D. Smith
Director
Date: June 26, 2003 BY: /s/Eugene W. Weaver
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Eugene W. Weaver
Director
Date: June 26, 2003 BY: /s/R. Ted Weschler
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R. Ted Weschler
Director
Date: June 26, 2003 BY: /s/Dale E. Wolf
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Dale E. Wolf
Vice Chairman and Director
Date: June 26, 2003 BY: /s/Mark A. Turner
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Mark A. Turner
Chief Operating Officer and
Chief Financial Officer
(Principal Accounting and Financial Officer)
INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity
of the Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein
99.1 WSFS Financial Corporation
Amended and Restated 1997 Stock Option Plan
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))