As filed with the Securities and Exchange Commission on October 30, 2003
Registration No. 333-20499
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. ONE
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PENNFED FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
22-3297339
(I.R.S. Employer Identification No.)
622 EAGLE ROCK AVENUE, WEST ORANGE, NEW JERSEY 07052
(973) 669-7366
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOSEPH L. LAMONICA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PENNFED FINANCIAL SERVICES, INC.
622 EAGLE ROCK AVENUE
WEST ORANGE, NEW JERSEY 07052
(973) 669-7366
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy of all communications to:
JAMES S. FLEISCHER, P.C.
CRAIG M. SCHEER, P.C.
SILVER, FREEDMAN & TAFF, L.L.P.
(A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
1700 WISCONSIN AVE., N.W.
WASHINGTON, D.C. 20007
(202) 295-4500
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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N/A(1) N/A N/A N/A N/A
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(1) No additional securities are being registered, and the registration fee was
paid upon the filing of the original Registration Statement on January 28,
1997 (Reg. No. 333-20499). Therefore, no further registration fee is
required.
EXPLANATORY NOTE
This Post-Effective Amendment No.1 (this "Amendment") to that certain
Registration Statement on Form S-3 (File No. 333-20499, the "Registration
Statement") filed by PennFed Financial Services, Inc., a Delaware corporation
("PennFed Delaware"), is being filed pursuant to Rule 414(d) under the
Securities Act of 1933, as amended (the "Securities Act"), by PennFed Financial
Services, Inc., a Maryland corporation (the "Registrant"), which is the
successor to PennFed Delaware following a statutory merger on October 30, 2003
(the "Merger") for the purpose of changing PennFed Delaware's state of
incorporation from Delaware to Maryland. Prior to the Merger, the Registrant had
no assets or liabilities other than nominal assets or liabilities. In connection
with the Merger, the Registrant succeeded by operation of law to all of the
assets and liabilities of PennFed Delaware. The Merger was approved by the
stockholders of PennFed Delaware at PennFed Delaware's Annual Meeting of
Stockholders held on October 29, 2003, for which proxies were solicited pursuant
to Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Except as modified by this Amendment, the Registrant, by virtue
of this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Indemnification of Directors and Officers.
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Section 2-405.2 of the Maryland General Corporation Law permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for monetary
damages except: (1) to the extent it is proven that the director or officer
actually received an improper benefit or profit, for the amount of the improper
benefit or profit; or (2) to the extent a final judgment or adjudication against
the director or officer is based on a determination that the director's or
officer's act or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action against the director or
officer. The Registrant's charter contains such a provision, thereby limiting
the liability of its directors and officers to the maximum extent permitted by
Maryland law.
Section 2-418 of the Maryland General Corporation Law permits a Maryland
corporation to indemnify a director or officer who is made a party to any
proceeding by reason of service in that capacity against judgments, penalties,
fines, settlements and reasonable expenses actually incurred unless it is proven
that: (1) the act or omission of the director or officer was material to the
matter giving rise to the proceeding and was committed in bad faith or with
active and deliberate dishonesty; (2) the director or officer actually received
an improper personal benefit; or (3) in the case of a criminal proceeding, the
director or officer had reason to believe that his conduct was unlawful. The
Maryland General Corporation Law provides that where a director or officer is a
defendant in a proceeding by or in the right of the corporation, the director or
officer may not be indemnified if he or she is found liable to the corporation.
The Maryland General Corporation Law also provides that a director or officer
may not be indemnified in respect of any proceeding alleging improper personal
benefit in which he or she was found liable on the grounds that personal benefit
was improperly received. A director or officer found liable in a proceeding by
or in the right of the corporation or in a proceeding alleging improper personal
benefit may petition a court to nevertheless order indemnification if the court
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances.
Section 2-418 of the Maryland General Corporation Law provides that unless
limited by the charter of a Maryland corporation, a director or officer who is
successful on the merits or otherwise in defense of any proceeding must be
indemnified against reasonable expenses. Section 2-418 also provides that a
Maryland corporation may advance reasonable expenses to a director or officer
upon the corporation's receipt of (a) a written affirmation by the director or
officer of his or her good faith belief that he or she has met the standard of
conduct necessary for indemnification by the corporation and (b) a written
undertaking by the director or officer or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ulitimately determined
that the standard of conduct was not met.
I-1
The Registrant's charter provides for indemnification of directors and
officers to the maximum extent permitted by the Maryland General Corporation
Law.
Item 16. Exhibits.
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See the Index to Exhibits to this Registration Statement.
Item 17. Undertakings.
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(a) 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 of 1933;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
(c) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person 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 as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Orange, State of New Jersey, on October 30,
2003.
PENNFED FINANCIAL SERVICES, INC.
By /s/ Joseph L. LaMonica
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Joseph L. LaMonica
President and Chief Executive Officer
(Duly Authorized Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph L. LaMonica, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including additional post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all said
attorney-in-fact and agent or his or her substitutes or substitute may lawfully
do or cause to be done by virtue hereof.
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.
/s/ Joseph L. LaMonica Date: October 30, 2003
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Joseph L. LaMonica
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Claire M. Chadwick Date: October 30, 2003
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Claire M. Chadwick
Executive Vice President, Chief Financial Officer and Controller
(Principal Financial and Accounting Officer)
/s/ William C. Anderson Date: October 30, 2003
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William C. Anderson
Chairman of the Board
/s/ Amadeu L. Carvalho Date: October 30, 2003
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Amadeu L. Carvalho
Director
/s/ Patrick D. McTernan Date: October 30, 2003
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Patrick D. McTernan
Director
/s/ Marvin D. Schoonover Date: October 30, 2003
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Marvin D. Schoonover
Director
/s/ Mario Teixeira, Jr. Date: October 30, 2003
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Mario Teixeira, Jr.
Director
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Articles of Incorporation of PennFed Financial Services, Inc., a
Maryland corporation (the "Registrant") (included as Appendix C to the
definitive proxy statement filed by PennFed Financial Services, Inc.,
a Delaware corporation and predecessor of the Registrant ("PennFed
Delaware"), with the Securities and Exchange Commission (the
"Commission") on September 22, 2003 and incorporated herein by
reference).
4.2 Bylaws of the Registrant (included as Appendix D to the definitive
proxy statement filed by PennFed Delaware with the Commission on
September 22, 2003 and incorporated herein by reference).
4.3 Stockholder Protection Rights Agreement (filed as an exhibit to
PennFed Delaware's Registration Statement on Form 8-A under the
Securities Exchange Act of 1934, filed with the Commission on March
28, 1996 as amended on Form 8-A/A (the "Form 8-A/A") filed with the
Commission on February 11, 1998, and as further amended on Form
8-A/A-2 (the "Form 8-A/A-2") filed with the Commission on October 14,
1998. The First Amendment to the Stockholders Protection Rights
Agreement is filed as an exhibit to the Form 8-A/A and the Second
Amendment to the Stockholders Protection Rights Agreement is filed as
an exhibit to the Form 8-A/A-2.).
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained on signature page)