Registration No. 333-_________
Filed June 22, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 23-3028464
_______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
271 Main Street
Harleysville, Pennsylvania 19438
_______________________________________________________________________________
(Address of principal executive offices, including zip code)
2005 STOCK OPTION PLAN
_______________________________________________________________________________
(Full Title of the Plan)
With a copy to:
Edward J. Molnar, Chairman and
Chief Executive Officer Kenneth B. Tabach, Esq.
Harleysville Savings Financial Elias, Matz, Tiernan & Herrick L.L.P.
Corporation 734 15th Street, N.W.
271 Main Street Washington, D.C. 20005
Harleysville, Pennsylvania 19438 (202) 347-0300
(215) 256-8828
_______________________________________________________________________________
(Name, address, and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
| | Proposed | Proposed |
| | Maximum | Maximum |
| | Offering | Aggregate | Amount of
Title of Securities | Amount to be | Price per | Offering | Registration
to be Registered | Registered(1) | Share | Price | Fee
-------------------------------------------------------------------------------
Common Stock, | | | |
par value $0.01 | 51,000(2) | $17.45(2) | $ 889,950 |
-------------------------------------------------------------------------------
Common Stock, | | | |
par value $0.01 | 239,000(3) | $17.20(3) | $4,110,800 |
| ------- | | --------- |
-------------------------------------------------------------------------------
Total | 290,000 | | $5,000,750 | $535.08
| ======= | | ========= |
===============================================================================
______________
(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 Harleysville Savings
Financial Corporation (the "Company" or the "Registrant")
2005 Stock Option Plan (the "Plan") as a result of a stock
split, stock dividend or similar adjustment of the
outstanding common stock, $0.01 par value per share ("Common
Stock"), of the Company.
(2) The 51,000 shares represent shares of Common Stock for which
option have been granted under the Option Plan as of the
date hereof but not yet exercised. The Proposed Maximum
Offering Price Per Share is equal to the weighted average
exercise price of the options and is estimated solely for
the purpose of calculating the registration fee pursuant to
Rule 457(h)(1) promulgated under the Securities Act of 1933,
as amended ("Securities Act").
(3) The 239,000 shares represent shares of Common Stock which
have been reserved under the Option Plan for stock options
not yet granted under the Option Plan. The Proposed Maximum
Offering Price Per Share is equal to the average of the bid
and ask prices of the Common Stock of the Company on June
20, 2006 on the Nasdaq National Market and is estimated
solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) promulgated under the
Securities Act.
__________________________
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
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. Such
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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
Commission is incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the
year ended September 30, 2005;
(b) All reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (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 Company's Current Report on Form 8-K filed
with the Commission on February 25, 2000; 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.
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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 VI of the Company's Bylaws provides as follows:
6.1 Third Party Actions. 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 or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was a director
or officer of the Corporation, or is or was serving at the
request of the Corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with the action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful, provided that the Corporation
shall not be liable for any amounts which may be due to any such
person in connection with a settlement of any action or
proceeding effected without its prior written consent or any
action or proceeding initiated by any such person (other than an
action or proceeding to enforce rights to indemnification
hereunder).
6.2 Derivative and Corporate Actions. 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 by or in the right of the Corporation to procure
a judgment in its favor by reason of the fact that he is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of
the action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, provided that the Corporation shall
not be liable for any amounts which may be due to any such person
in connection with a settlement of any action or proceeding
affected without its prior written consent. Indemnification
shall not be made under this Section 6.2 in respect of any claim,
issue or matter as to which the person has been adjudged to be
liable to the Corporation unless and only to the extent that the
court of common pleas of the judicial district embracing the
county in which the registered office of the Corporation is
located or the court in which the action was brought determines
upon application that, despite the adjudication of liability but
in view of all the
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circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses that the court of common
pleas or other court deems proper.
6.3 Mandatory Indemnification. To the extent that a
representative of the Corporation has been successful on the
merits or otherwise in defense of any action or proceeding
referred to in Section 6.1 or Section 6.2 or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
6.4 Procedure for Effecting Indemnification. Unless
ordered by a court, any indemnification under Section 6.1 or
Section 6.2 shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of
the representative is proper in the circumstances because he has
met the applicable standard of conduct set forth in those
sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action
or proceeding;
(2) if such a quorum is not obtainable, or if obtainable
and a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the stockholders.
6.5 Advancing Expenses. Expenses (including attorneys'
fees) incurred in defending any action or proceeding referred to
in this Section VI shall be paid by the Corporation in advance of
the final disposition of the action or proceeding upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Section VI or otherwise.
6.6 Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or
was a representative of the Corporation or is or was serving at
the request of the Corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
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
that liability under the provisions of this Section VI.
6.7 Modification. The duties of the Corporation to
indemnify and to advance expenses to a director or officer
provided in this Section VI 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 Section VI 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 or
repeal.
The Company carries a liability insurance policy for its
officers and directors.
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Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
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 Location
____ _____________________________________ ______________
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Filed herewith
Herrick L.L.P. as to the legality of
the securities
23.1 Consent of Elias, Matz, Tiernan & --
Herrick L.L.P. (contained in the
opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP Filed herewith
24 Power of attorney for any subsequent --
amendments (located in the signature
pages)
99 2005 Stock Option Plan (2)
_____________________
(1) Incorporated by reference from the Company's Current
Report on Form 8-K (Commission File No. 0-29709) filed
with the Commission on February 25, 2000.
(2) Incorporated by reference from the Companys definitive
proxy statement for the 2005 Annual Meeting of
Stockholders filed with the Commission on December 16,
2005.
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was
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registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee
table in the effective 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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or 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 of 1933 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 question whether such indemnification by it is
against public policy expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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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 Harleysville, Commonwealth of Pennsylvania on June
21, 2006.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
By: /s/ Edward J. Molnar
_________________________________________
Edward J. Molnar
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 Edward J. Molnar as 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/ Edward J. Molnar Chairman and Chief Executive June 21, 2006
________________________ Officer (principal executive
Edward J. Molnar officer)
/s/ Brendan J. McGill Senior Vice President, June 21, 2006
________________________ Treasurer and Chief Financial
Brendan J. McGill Officer (principal financial
and principal accounting
officer)
/s/ Sandford L. Alderfer Director June 21, 2006
________________________
Sandford L. Alderfer
/s/ Philip A. Clemens Director June 21, 2006
________________________
Philip A. Clemens
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Name Title Date
_____________________________ ____________________________ _____________
/s/ Mark R. Cummins Director June 21, 2006
___________________________
Mark R. Cummins
/s/ David J. Friesen Director June 21, 2006
___________________________
David J. Friesen
/s/ Ronald A. Geib Director, President and June 21, 2006
___________________________ Chief Operating Officer
Ronald A. Geib
/s/ Charlotte A. Hunsberger Director June 21, 2006
___________________________
Charlotte A. Hunsberger
/s/ George W. Meschter Director June 21, 2006
___________________________
George W. Meschter
/s/ James L. Rittenhouse Director June 21, 2006
___________________________
James L. Rittenhouse
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