UNITED STATES
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) October 30, 2003
PENNFED FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 0-24040 22-3297339
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
622 Eagle Rock Avenue, West Orange, New Jersey 07052
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 669-7366
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On October 30, 2003, PennFed Financial Services, Inc., a Delaware
corporation (the "Company"), changed its state of incorporation from Delaware to
Maryland. The change in the Company's state of incorporation was approved by its
stockholders at its Annual Meeting of Stockholders held on October 29, 2003.
The reincorporation in the State of Maryland was accomplished by the merger
of the Company with and into its wholly-owned subsidiary, PennFed Financial
Services, Inc., a Maryland corporation ("PennFed Maryland"), which was the
surviving corporation in the merger. Prior to the merger, PennFed Maryland had
no assets or liabilities other than nominal assets or liabilities. The
reincorporation will not result in any change in the name, business, management,
location of the principal executive offices, assets, liabilities or
stockholders' equity of the Company.
Stockholders will not be required to undertake a mandatory exchange of the
Company's shares. Certificates for shares of the Company's common stock
automatically represent an equal number of shares of the common stock of PennFed
Maryland. The stock purchase rights attached to each share of the Company's
common stock pursuant to the Rights Agreement between the Company and Registrar
and Transfer Company, as rights agent (the "Rights Agreement"), will continue to
be in effect in relation to PennFed Maryland's common stock, and the terms of
the stock purchase rights will not be affected by the reincorporation. The
Rights Agreement has been amended to reflect the change in the Company's state
of incorporation, and a copy of the amendment is attached hereto as Exhibit 99.
PennFed Maryland's common stock and stock purchase rights are deemed
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, by operation of Rule 12g-3 thereunder. PennFed Maryland's common stock
is listed on The Nasdaq Stock Market under the symbol "PFSB," which was the
symbol for the Company's common stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Amendment No. Three to Stockholder Protection Rights
Agreement, dated as of October 30, 2003
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SIGNATURES
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 hereunto duly authorized.
PENNFED FINANCIAL SERVICES, INC.
Date: October 30, 2003 By: /s/ Joseph L. LaMonica
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Joseph L. LaMonica
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 Amendment No. Three to Stockholder Protection Rights Agreement,
dated as of October 30, 2003
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