UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNFED FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Maryland 22-3297339
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
622 Eagle Rock Avenue, West Orange, New Jersey 07052-2989
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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Item 1 of the Application of PennFed Financial Services, Inc., a Maryland
corporation, as successor by merger to PennFed Financial Services, Inc., a
Delaware corporation, for Registration of Stock Purchase Rights on Form 8-A,
dated March 26, 1996 and amended on Form 8-A/A filed on February 11, 1998 and
Form 8-A/A-2 filed on October 14, 1998 (the "Application"), is hereby amended to
substitute the following paragraph for the first paragraph under Item 1 of the
Application:
"On March 21, 1996, the Board of Directors of PennFed Financial
Services, Inc. (the "Company"), declared a dividend payable April 1, 1996,
of one right (a "Right") for each outstanding share of common stock, par
value $.01 per share ("Common Stock"), of the Company held of record at the
close of business on April 1, 1996 (the "Record Time"), or issued
thereafter and prior to the Separation Time (as hereinafter defined). The
Rights were issued pursuant to a Stockholder Protection Rights Agreement,
dated as of March 21, 1996 and as amended as of February 10, 1998, October
13, 1998, October 30, 2003 and February 24, 2004 (the "Rights Agreement"),
between the Company and Registrar and Transfer Company, as Rights Agent
(the "Rights Agent"). Each Right entitles its registered holder to purchase
from the Company, after the Separation Time, one share of Common Stock for
$135.00 (the "Exercise Price"), subject to adjustment.
Item 1 of the Application is hereby further amended to substitute the
following paragraph for the third paragraph under Item 1 of the Application:
"The Rights will not be exercisable until the first Business Day
following the Separation Time. The Company will (i) take all such action as
may be necessary to ensure that all shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Exercise Price), be duly and validly authorized,
executed, issued and delivered and fully paid and nonassessable; (ii) use
its best efforts to comply with the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, and any other law, rule or
regulation applicable with respect to the Rights and the securities
purchasable upon exercise of the Rights; (iii) take such action as may be
appropriate under the blue sky laws of the various states, provided that
the Company shall not be obligated to take any such action with respect to
any jurisdiction outside the United States, or with respect to any United
States jurisdiction the applicable laws, rules or regulations of which, or
the directives, comments, policies or requirements of governmental
authorities thereunder, the Company considers to be materially adverse or
unreasonably burdensome; and (iv) pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in
respect of the original issuance or delivery of the Rights Certificates or
of any shares issued upon the exercise of Rights, provided that the Company
shall not be required to pay any transfer tax or charge which may be
payable in respect of any transfer involved in the transfer or delivery of
Rights Certificates or the issuance or delivery of certificates for shares
in a name other than that of the holder of the Rights being transferred or
exercised. Any other provision of the Rights Agreement to the contrary
notwithstanding, the Rights shall not be exercisable, and the Company shall
not be
obligated to offer, sell, issue or deliver any Common Stock or other
securities pursuant to the Rights Agreement, in any jurisdiction except in
compliance with the qualification, registration, or other requirements of
such jurisdiction applicable to the offer, sale, issuance, or delivery of
securities by the Company pursuant to the Rights Agreement. The Rights will
expire on the earliest of (i) the Exchange Time (as defined below), (ii)
the date on which the Rights are redeemed as described below and (iii) the
close of business on February 24, 2014 (in any such case, the "Expiration
Time").
Item 2. Exhibits.
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Item 2 of the Application is amended to add an Exhibit (2), as follows:
Exhibit No. Description
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(4) Amendment No. Four to the Stockholder Protection Rights
Agreement, dated as of March 21, 1996 and amended as of
February 10, 1998, October 13, 1998 and October 30,
2003, between the Company and Registrar and Transfer
Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PENNFED FINANCIAL SERVICES, INC.
Date: Febuary 26, 2004 By: /s/ Joseph L. LaMonica
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Joseph L. LaMonica
President and Chief Executive Officer