As filed with the Securities and Exchange Commission on March 1, 2019 Registration No. 333-201750
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BENEFICIAL BANCORP, INC.
(exact name of registrant as specified in its charter)
Maryland |
| 47-1569198 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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Beneficial Bank Place
1818 Market Street
Philadelphia, Pennsylvania 19103
(215) 864-6000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Beneficial Bank Employee Savings and Stock Ownership Plan
(formerly known as the Beneficial Mutual Savings Bank Employee Savings and Stock Ownership Plan)
(Full Title of the Plan)
Rodger Levenson |
| Copies to: |
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o |
| Smaller reporting company o |
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| Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission on January 29, 2015 by Beneficial Bancorp, Inc., a Maryland corporation (“Beneficial Bancorp”):
Registration Statement on Form S-8, File No. 333-201750, registering 3,737,000 shares of common stock, par value $0.01 per share, and an indeterminate amount of participation interests, for issuance under the Beneficial Bank Employee Savings and Stock Ownership Plan (formerly known as the Beneficial Mutual Savings Bank Employee Savings and Stock Ownership Plan).
Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2018, as amended on November 1, 2018, by and between WSFS Financial Corporation (“WSFS”) and Beneficial Bancorp, Beneficial Bancorp merged with and into WSFS (the “Merger”), with WSFS as the surviving corporation and successor-by-merger to the plan sponsor of the Beneficial Bank Employee Savings and Stock Ownership Plan. The Merger became effective on March 1, 2019.
In connection with the Merger, Beneficial Bancorp is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, Beneficial Bancorp hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, Beneficial Bancorp, Inc. 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, Delaware on March 1, 2019.
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| WSFS FINANCIAL CORPORATION | |
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| As successor to Beneficial Bancorp, Inc. | |
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| By: | /s/ Dominic. C. Canuso |
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| Name: | Dominic C. Canuso |
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| Title: | Executive Vice President and Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act.
