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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): September 29, 2006
FOX CHASE BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
UNITED STATES 1-32971 TO BE APPLIED FOR
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
4390 DAVISVILLE ROAD, HATBORO, PENNSYLVANIA 19040
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(Address of principal executive offices) (Zip Code)
(215) 682-7400
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On September 29, 2006, Fox Chase Bancorp, Inc. (the "Company") and its
wholly owned subsidiary, Fox Chase Bank (the "Bank"), each executed (i)
three-year employment agreements with Thomas M. Petro, President and Chief
Executive Officer of the Company and the Bank, and Jerry D. Holbrook, Executive
Vice President and Chief Financial Officer of the Company and the Bank and (ii)
two-year employment agreements with David C. Kowalek, Executive Vice President
and Chief Credit Officer of the Bank, Keiron G. Lynch, Executive Vice President
and Chief Administrative Officer of the Bank and James V. Shermerhorn, Executive
Vice President and Chief Lending Officer of the Bank. The material terms of the
employment agreements were previously disclosed in the Company's Registration
Statement on Form S-1 (File No. 333-134160) (the "Registration Statement") and
forms of the employment agreements were filed as Exhibits 10.4 and 10.5,
respectively, to the Registration Statement.
Additionally, on September 29, 2006, the Bank executed a two-year
change in control agreement with Richard J. Fuchs, Executive Vice President of
Retail Lending of the Bank. The material terms of the change in control
agreement were previously disclosed in the Company's Registration Statement and
a form of change in control agreement was filed as Exhibit 10.8 to the
Registration Statement.
Also on September 29, 2006, the Bank's amended and restated employee
severance compensation plan became effective. The material terms of the employee
severance compensation plan were previously disclosed in the Registration
Statement and a form of the plan was filed as Exhibit 10.10 to the Registration
Statement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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On September 29, 2006, the Bank completed its mutual holding company
reorganization and the Company completed its initial public offering. In
connection with the reorganization and public offering, the Bank formed Fox
Chase MHC (the "MHC") as a federally chartered mutual holding company and the
Company issued 8,148,915 shares of unregistered common stock, or 55.5% of the
Company's outstanding shares of common stock, to the MHC. The Company received
from the MHC 100 shares of the Bank's common stock, representing 100% of the
Bank's outstanding common stock, par value $1.00 per share, in exchange for the
common stock of the Company. The shares issued to the MHC were issued pursuant
to the exemption from registration set forth under Section 4(2) of the
Securities Act of 1933, as amended.
ITEM 8.01 OTHER EVENTS
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On September 29, 2006, the Company announced that the Bank completed
its mutual holding company reorganization and the Company completed its initial
public offering. In connection with the reorganization and public offering, the
Bank formed the MHC as a federally chartered mutual holding company. A total of
6,395,835 shares of common stock, representing 43.6% of the Company's
outstanding shares of common stock, were sold in the offering at the price of
$10.00 per share. In addition, $150,000 and 135,000 shares, representing 0.9% of
the Company's outstanding shares of common stock, were contributed to Fox Chase
Bank Charitable Foundation and 8,148,915 shares, representing 55.5% of the
Company's outstanding shares of common stock, were issued to the MHC. For more
information, reference is made to the Company's press release dated September
29, 2006, a copy of which is attached to this Report as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
Number Description
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99.1 Press Release dated September 29, 2006
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SIGNATURE
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 thereunto duly authorized.
Date: October 4, 2006 By: /s/ Thomas M. Petro
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Thomas M. Petro
President and Chief Executive Officer