Registration No. 333-_____
Filed June 17, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROGRESS FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 23-2413363
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(State of incorporation) (IRS Employer Identification No.)
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422
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(Address of principal executive offices, including zip code)
1996 EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)
Copies to:
Jeffrey D. Haas, Esq.
W. Kirk Wycoff, President & CEO Kenneth B. Tabach, Esq.
Progress Financial Corporation Elias, Matz, Tiernan & Herrick L.L.P.
Four Sentry Parkway 734 15th Street, N.W.
Suite 200 Washington, D.C.
Blue Bell, Pennsylvania 19422 (202) 347-0300
(610) 825-8800
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(Name, address, and telephone number
of agent for service)
Page 1 of 18 pages
Index to Exhibits is located on page 5.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock, par
value $1.00 100,000 $ 6.25 $ 625,000 $ 215.52
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(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
Progress Financial Corporation ("Company" or "Registrant") 1996 Employee Stock
Purchase Plan ("Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, $1.00 par value per share ("Common
Stock"), of the Company.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act of 1933, as
amended ("Securities Act"). The Proposed Maximum Offering Price Per Share is
equal to the closing sales price of a share of Common Stock of the Company on
June 10, 1996 on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market System.
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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. Section 230.462.
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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 Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K of the Company for the year ended
December 31, 1995;
(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 Company's Annual
Report on Form 10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form S-1 (Commission File No.
33-59218) filed with the Commission on March 8, 1993;
(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.
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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Certificate of Incorporation and Bylaws of the Company provide
that the directors, officers, employees and agents of the Company shall be
indemnified to the full extent permitted by law. Such indemnity shall extend to
expenses, including attorney's fees, judgments, fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions. Section 102(b)(7)
of the DGCL sets forth circumstances which a director's personal liability to a
corporation or its stockholders for money damages for breach of fiduciary duty
as a director may be eliminated or limited. The Certificate of Incorporation
provides for the limitation of personal liability of directors to stockholders
for monetary damages to the Company or its stockholders for such director's
breach of fiduciary duty as a director of the Company to the full extent
permitted by law.
The Company carries a liability insurance policy for its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
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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 Page
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4 Common Stock Certificate* --
23 Consent of Coopers & Lybrand, L.L.P. E-1
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99 1996 Stock Employee Purchase Plan E-2
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-59218) filed with the Commission on
March 8, 1993.
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, 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 in 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 by
the Registrant pursuant to Section 13 or Section 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.
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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 questions 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 Plymouth Meeting, Commonwealth of Pennsylvania, on the
14th day of June 1996.
PROGRESS FINANCIAL CORPORATION
By:/s/W. Kirk Wycoff
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W. Kirk Wycoff, 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 W. Kirk Wycoff his 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.
/s/ W. Kirk Wycoff June 14, 1996
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W. Kirk Wycoff
Director, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Frederick E. Schea June 14, 1996
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Frederick E. Schea
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
/s/ John E. F. Corson June 14, 1996
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John E. F. Corson
Director
/s/ William O. Daggett, Jr. June 14, 1996
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William O. Daggett, Jr.
Director
/s/ Donald F. U. Goebert June 14, 1996
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Donald F. U. Goebert
Director
/s/ H. Wayne Griest June 14, 1996
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H. Wayne Griest
Director
/s/ Joseph R. Klinger June 14, 1996
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Joseph R. Klinger
Director
/s/ Paul M. LaNoce June 14, 1996
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Paul M. LaNoce
Director
/s/ A. John May, III June 14, 1996
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A. John May, III
Director
/s/ William L. Mueller June 14, 1996
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William L. Mueller
Director
/s/ Janet E. Paroo June 14, 1996
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Janet E. Paroo
Director
/s/ Charles J. Tornetta June 14, 1996
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Charles J. Tornetta
Director