As Filed With the Securities and Exchange Commission on January 28, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Delaware 6035 22-3297339
(State or other jurisdiction (Primary standard (I.R.S. Employer
of incorporation) industrial classification Identification No.)
code number)
622 Eagle Rock Avenue
West Orange, New Jersey 07052-2989
(201) 669-7366
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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WITH COPIES OF NOTICES TO:
JAMES S. FLEISCHER, P.C.
Silver, Freedman & Taff, L.L.P.
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(202) 414-6100
(Name, address including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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
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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.
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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.
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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.
----
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered share(1) price(1) fee(1)
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Common Stock, $.01 160,000 shares $21.44 $3,430,400 $1039.52
par value
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(1) Estimated solely for the purpose of calculating the registration fee and
based, in accordance with Rule 457 under the Securities Act of 1933,
upon the average of the high and low prices reported in the NASDAQ
National Market System for shares of PennFed Financial Services, Inc.
common stock as of January 22, 1997.
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PROSPECTUS
PENNFED FINANCIAL SERVICES, INC.
DIVIDEND REINVESTMENT PLAN
160,000 Shares of Common Stock
($0.01 Par Value Per Share)
This Prospectus relates to 160,000 shares of Common Stock, $0.01 par
value per share (the "Common Stock"), of PennFed Financial Services, Inc.
(the "Company"), being offered hereby to the shareholders of the Company in
connection with the Company's Dividend Reinvestment Plan (the "Plan"). The
Plan provides shareholders with a convenient and economical method of
increasing their equity ownership in the Company by investing cash dividends
in additional shares of Common Stock, without payment of any brokerage
commission.
A shareholder who elects to participate in the Plan may have cash
dividends paid by the Company on all or any part of the shares held by such
shareholder automatically reinvested in newly issued shares of Common Stock
at the then current market price of the shares.
This Prospectus relates to shares of Common Stock of the Company
registered for purchase under the Plan.
PARTICIPANTS SHOULD RETAIN THIS OFFERING CIRCULAR FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
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The date of this Prospectus is January 28, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities Exchange Commission (the "SEC"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, as well as the following SEC Regional Offices:
7 World Trade Center, Suite 1300, New York, NY 10048; 1401 Brickell Avenue,
Suite 200, Miami, FL 33131; Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661; 1801 California Street, Suite 4800, Denver, CO
80202; and 5670 Wilshire Boulevard, 11th Floor, Los Angeles, CA 90036.
Copies of such material may also be obtained at prescribed rates by writing
to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the SEC by the Company, are
incorporated in and made a part of this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended June
30, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(c) The Company's Form 8-A Registration Statement filed with the SEC on
March 28, 1996, including the description of the Company's Common
Stock and Stockholder Protection Rights Agreement contained in such
Registration Statement.
(d) The Company's Proxy Statement dated September 27, 1996.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of
this offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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 statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Additional information regarding the Corporation, the Plan described
herein and the securities covered by this Prospectus is contained in the
Registration Statement (Form S-3) and the exhibits relating thereto, as filed
with the Commission under the Securities Act of 1933, as amended. For
further information in such regards, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected without charge at,
and copies thereof may be obtained at prescribed rates from, the office of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST, A COPY
OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED
IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO:
PENNFED FINANCIAL SERVICES, INC.
622 EAGLE ROCK AVENUE
WEST ORANGE, NEW JERSEY 07052-2989
ATTENTION: ASSISTANT CORPORATE SECRETARY
PENN FEDERAL SAVINGS BANK
PENNFED FINANCIAL SERVICES, INC.
PennFed Financial Services, Inc. ("PennFed" and with its subsidiary, the
"Company"), a Delaware corporation, was organized in March 1994 for the
purpose of becoming the savings and loan holding company for Penn Federal
Savings Bank (the "Bank") in connection with the Bank's conversion from a
federally chartered mutual savings bank to a federally chartered stock
savings bank. PennFed owns all of the outstanding stock of the Bank issued
on July 14, 1994. The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "PFSB."
The Company's primary market area is comprised of the Ironbound section
of the City of Newark and surrounding urban communities, the suburban Essex
County areas and selected areas of central/southern New Jersey, which are
served through seventeen full service offices.
The Company and the Bank are subject to comprehensive regulation,
examination and supervision by the Office of Thrift Supervision, Department
of the Treasury and by the Federal Deposit Insurance Corporation ("FDIC").
The Bank is a member of the Federal Home Loan Bank System and its deposits
are backed by the full faith and credit of the United States Government and
are insured up to applicable limits by the FDIC.
The principal executive offices of the Company are located at 622 Eagle
Rock Avenue, West Orange, New Jersey 07052-2989, and the telephone number at
that address is (201) 669-7366.
DIVIDEND REINVESTMENT PLAN
DESCRIPTION OF THE PLAN
Pursuant to action of the Company's Board of Directors, the Company
hereby offers the Company's Dividend Reinvestment Plan (the "Plan"). The
Plan provides holders of record of shares of Common Stock with a convenient
and economical method of investing cash dividends in additional shares of
Common Stock without payment of any brokerage commission. The shares
purchased through the Plan may be purchased directly from the Company or, at
the discretion of the Company, may be purchased in whole or in part on the
open market. Any holder of record of shares of Common Stock is eligible to
join the Plan.
Each participant in the Plan may have cash dividends on all or a part of
his or her shares automatically reinvested in shares of Common Stock at the
then current market price of the shares. The price per share of Common Stock
purchased through the Plan as newly issued or treasury shares will be the
average of the high and low sales prices of the Common Stock on the trading
day immediately preceding the Investment Date (as defined in the Plan), as
reported on the Nasdaq National Market. The price per share of the shares of
Common Stock purchased under the Plan in the open market shall be the average
purchase price per share of the shares acquired on the Investment Date.
In conjunction with the Plan, the Company has reserved the 160,000
shares of Common Stock offered by this Prospectus.
Dividend
Reinvestment
Plan
PennFed
Financial Services, Inc.
AUTOMATIC
DIVIDEND
REINVESTMENT PLAN
FOR SHAREHOLDERS
OF COMMON STOCK
THIS PLAN OFFERS YOU A CONVENIENT METHOD OF INVESTING YOUR QUARTERLY
DIVIDENDS IN SHARES OF COMMON STOCK OF PENNFED FINANCIAL SERVICES, INC.
WITHOUT INCURRING ADMINISTRATIVE COSTS.
Dear Shareholder:
We are pleased to announce the availability of the PennFed Financial
Services, Inc. Dividend Reinvestment Plan. This Plan enables you to apply
your dividends on our common stock toward the purchase of additional shares
of PennFed Financial Services stock.
PennFed Financial Services will pay all brokerage commissions and
administrative fees connected with your participation in the Plan. This will
ensure that the full amount of your reinvested dividends will be applied to
the purchase of additional shares. However, if a Participant directs the
Plan administrator to sell his or her shares, or terminates his or her
interest in the Plan, the Participant will be charged an administrative fee
(plus any applicable brokerage charge or other cost) incurred in connection
with the sale of such shares by the Plan administrator or the termination of
a Participant's interest in the Plan.
The Plan is a convenient and economical way for you to increase your
ownership of PennFed Financial Services stock. Participation in the Plan is
entirely voluntary, and you may enroll or withdraw at any time. If you do
not enroll in the Plan, you will continue to receive your regular dividend
checks in the mail.
This brochure includes important details about your Dividend Reinvestment
Plan. Please read this information carefully to see if the Plan is right for
you.
The Plan is administered by Registrar and Transfer Company, PennFed's stock
transfer agent. You may enroll in the Plan by having all registered owners
sign the enclosed Authorization Card and mailing it to Registrar and Transfer
Company in the enclosed prepaid envelope.
Sincerely,
William C. Anderson
Chairman
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THE PLAN
Automatic Dividend Reinvestment Your cash dividends can automatically be
invested in additional shares of PennFed Financial Services, Inc. common
stock. These shares earn additional dividends which further increase your
investment in PennFed Financial Services, Inc. common stock.
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COST TO YOU
Your cost is limited to the price of the shares of common stock purchased for
you. This price is the average price of all shares purchased in connection
with a given dividend. There are no brokerage commissions nor any service
charges connected with stock purchases. The only cost to you will be a fee
of $5.00 for each stock certificate requested, a fee of $7.50 for each
deposit of shares held directly by you into your Plan account and, if you
direct the Administrator to sell your shares held in the Plan, an
administrative charge (plus any applicable brokerage commission or other
costs) incurred upon the sale of the shares in the Plan by the Administrator.
If you terminate your participation in the Plan, a $10.00 fee will be
charged.
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PARTICIPATION
In order to participate, common stock must be held in your own name.
Shareowners of record may join the Plan at any time by completing an
authorization form and returning it to Registrar and Transfer Company.
Authorization forms must be received by Registrar and Transfer Company on or
before the dividend record date for you to be eligible for participation on
the corresponding dividend payment date. Dividend record dates normally fall
during the second week of February, May, August and November.
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DOLLAR-COST AVERAGING
Purchase of shares of common stock through this Plan can also provide the
advantage of dollar-cost averaging over a period of time.
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ACCOUNT STATEMENT
A statement is sent to you from Registrar and Transfer Company each time your
dividends are invested.
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CERTIFICATES
Shares purchased for your account under the Plan will normally be held by
Registrar and Transfer Company without charge. If you wish, however, a
certificate or certificates for whole shares credited to your account will be
delivered to you upon your written request to Registrar and Transfer Company.
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VOTING OF SHARES
You will be given the right to direct Registrar and Transfer Company
regarding the voting of any whole shares (but no fractional shares) held for
you under the Plan on the record date for a vote. Shares for which no voting
directions are received will not be voted.
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FRACTIONAL SHARES
While you are a participant in the Plan, the entire amount of your dividend
will be used to purchase shares of common stock. If the amount is not equal
to an exact number of whole shares, your account will be credited with a
fractional share (calculated to four decimal places). A fractional share
will earn dividends for you, in proportion to the size of the fraction, just
as full shares do.
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TERMINATION AT ANY TIME
The Plan is entirely voluntary and you may terminate your participation at
any time as outlined in the agreement printed in this brochure. A $10.00 fee
will be charged upon termination of your participation in the Plan.
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INCOME TAX INFORMATION
Even though your dividends will be reinvested, they are subject to income
taxes as if they were paid to you in cash.
In addition, the Internal Revenue Service has ruled that the brokerage
commissions and service charges paid by PennFed Financial Services, Inc. on
your behalf are to be treated as dividend income to you. The amount paid to
cover service charges may be deductible if you itemize deductions on your
Federal income tax return and if the amounts paid for brokerage commissions
are includable in your cost basis of shares purchased.
While the amount paid for brokerage commissions, if any, will vary in
proportion to the amount invested, we estimate that the total additional
income reportable for most participants will be less than $10 a year. The
information return sent to you and the Internal Revenue Service at year end
will show each of the amounts paid on your behalf.
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QUESTIONS AND CORRESPONDENCE
Please direct all questions and correspondence regarding the Plan to:
Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, NJ 07016
1-800-368-5948 X7770
Be sure to include a reference to PennFed Financial Services, Inc. or enclose
the top portion of your account statement with all correspondence.
PENNFED FINANCIAL SERVICES, INC.
DIVIDEND REINVESTMENT
PLAN
Section 1. Plan Adopted
PennFed Financial Services, Inc. (the "Corporation") hereby adopts a Dividend
Reinvestment Plan (the "Plan"), pursuant to which holders of record of the
Corporation's Common Stock will be provided an opportunity to invest cash
dividends in shares of PennFed Financial Services, Inc. Common Stock at
market value.
Section 2. Purpose of the Plan
The purpose of the Plan is to provide holders of record of the Corporation's
Common Stock with a simple and convenient method of investment of cash
dividends in shares of Common Stock at regular intervals. Because the
additional shares may be purchased from the Corporation, the Corporation may
receive additional funds to finance the continuing operations of the
Corporation and its subsidiaries.
Section 3. Eligibility
All holders of record of the Corporation's Common Stock are eligible to
participate in the Plan.
Section 4. Administrator
Registrar and Transfer Company (the "Administrator") shall administer the
Plan as agent for Participants, keep records, send statements of account to
Participants, and perform for Participants other duties relating to the Plan.
Additional shares purchased under the Plan shall be registered in the name of
Registrar and Transfer or its nominee as agent for Participants in the Plan.
The Corporation may, without the prior consent of the Participants, appoint
a different Administrator at any time.
Section 5. Participation
(a) Any holder of record of the Corporation's Common Stock may join the Plan
by signing an Authorization Form and returning it to the Administrator.
Authorization Forms will be provided from time to time by mail to all
shareholders and will be furnished at any time upon request made to the
Administrator.
(b) A holder of record of Common Stock may enroll in the Plan at any time. If
an Authorization Form is received by the Administrator on or before the
record date for the next dividend payment, then that dividend will, as
authorized, be used to purchase additional shares for the shareholder on, or
within ten calendar days of, the dividend payment date (an "Investment
Date"). If the Authorization Form is received by the Administrator after such
record date, that dividend will be paid in cash and the investment of
dividends in additional shares will not start until payment of the following
dividend.
(c) The Authorization Forms shall appoint Registrar and Transfer as agent for
the participating shareholder and direct the Corporation to pay to Registrar
and Transfer each participating shareholder's cash dividends on all or a
designated portion of the shares of Common Stock registered in the
shareholder's own name as well as whole and fractional shares of Common Stock
certified to his account under the Plan. The Form shall direct Registrar and
Transfer or its agent to purchase additional shares.
Authorization Forms will be provided from time to time by mail to all
shareholders and will be furnished at any time upon request made to the
Administrator.
Section 6. Costs
There shall be no brokerage commissions for purchases of shares or service
charges to Participants under the Plan. All costs of administration of the
Plan shall be paid by the Corporation, except for (1) a $5.00 charge for each
withdrawal of full-share certificates from continuing Plan accounts, (2) an
Administrator's charge plus any applicable brokerage commission or other
costs upon sale of shares by the Administrator, (3) a $7.50 charge for each
deposit of a Participant's directly held shares to his or her Plan account
and (4) a $10.00 charge for termination of participation in the Plan.
Section 7. Operation
(a) Shares issued under the Plan. The Corporation shall advise the
Administrator if it is making newly issued or treasury shares of its Common
Stock available to the Plan for purchase. The Corporation may, in its sole
discretion, cease making newly issued or treasury shares of Common Stock
available for purchase by the Plan or resume making newly issued or treasury
shares of Common Stock available for purchase by the Plan, at any time, and
from time to time.
(b) Newly issued and treasury shares. If the Corporation is making newly
issued or treasury shares available to the Plan for purchase, then the
Corporation shall sell as many additional shares of its Common Stock as the
dividends of participating shareholders will purchase. The additional shares
shall be registered under applicable securities laws for issuance and sale
under the Plan. The Corporation will from time to time as it deems necessary
or appropriate, register additional shares with the Commission and make them
available for purchase under the Plan.
(c) Shares purchased in the open market. If the Corporation is not making
newly issued or treasury shares available to the Plan for purchase, then the
Administrator shall, directly or through an agent of its choice (the
"Agent"), who may be an affiliate of the Administrator, purchase shares in
the open market.
(d) Price of additional shares. The price per share to Participants of
shares of Common Stock purchased under the Plan as newly issued or treasury
shares shall be the average of the high and low sales prices of the Common
Stock on the trading day immediately preceding the Investment Date, as
reported on the Nasdaq National Market. The price per share to Participants
of shares of Common Stock purchased under the Plan in the open market shall
be the average purchase price per share of the shares acquired on the
Investment Date.
(e) Purchase of additional shares. Subject to Section 7(d) hereof, the number
of additional shares to be purchased for each Participant's account shall be
determined by the amount of the dividends being reinvested and the price of
the Common Stock to Participants. The entire amount of the dividends being
reinvested will be used to purchase additional shares, except in the case of
shareholders subject to United States income tax withholding. Each
Participant's account will be credited with that number of shares, including
fractional shares computed to four decimal places, equal to the total amount
to be invested divided by the purchase price per share to Participants. The
Corporation shall pay to Registrar and Transfer cash dividends on all of the
shares of Common Stock registered in each Participant's name, in accordance
with such Participant's directions on the Authorization Form(s), as well as
cash dividends on shares of Common Stock credited to his or her account under
the Plan. The Administrator shall apply such dividends to the purchase of
additional shares for the account of such Participant.
Section 8. Reports to Participants
Each Participant in the Plan shall receive a statement of his or her account
following each purchase of additional shares. In addition, each Participant
shall receive copies of the same communications sent to every other holder of
Common Stock, including any quarterly and annual reports, notices of annual
meeting and proxy statements, and information returns reporting dividend
income received for tax purposes.
Section 9. Certificates for Shares of Common Stock
(a) Certificates for additional shares purchased and credited to a
Participant's account under the Plan will be issued to the Administrator or
its nominee, as agent for the Participant. The number of shares credited to
an account under the Plan will be shown on the Participant's statement of
account.
(b) Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a Participant intending
to remain in the Plan, and the shares represented by such certificate will
thereupon be withdrawn from the Participant's account. The dividends on such
shares will continue to be reinvested under the Plan unless the Participant
directs the Administrator otherwise.
(c) Certificates for fractions of shares will not be issued under any
circumstances.
(d) Shares credited to the account of a Participant under the Plan may not be
pledged.
(e) Accounts under the Plan shall be maintained in the names in which
certificates of the Participants were registered at the time they entered the
Plan and certificates for whole shares shall be similarly registered when
issued to the Participants.
Section 10. Termination of Participation
(a) A Participant may at any time terminate his or her participation in the
Plan, with respect to dividends on all or a portion of his or her Common
Stock, by notifying the Administrator in writing, or by completing and
delivering to the Administrator the termination form provided by the
Administrator. Notice of termination must be accompanied by a termination
fee of $10.00 to be valid.
(b) If the notice of termination and termination fee are received by the
Administrator on or not less than five business days prior to the record date
for the next dividend payable on the stock to which such notice relates, such
dividend and all subsequent dividends on such stock will be paid to the
Participant in cash.
(c) If the notice of termination and termination fee are received by the
Administrator after the record date for the next dividend payable on any
stock to which such notice relates, such dividend will be invested for the
Participant's account. All subsequent cash dividends on such stock will be
paid to the terminating Participant in cash.
(d) If a Participant terminates his or her entire participation in the Plan
or if the Corporation terminates the Plan, certificates for whole shares
credited to his or her account under the Plan will be issued and a cash
payment will be made for a fraction of a share. Such cash payment will be
based on the closing price of the Corporation's Common Stock on the next
business day on which trading occurs following the day the notice of
termination is received by the Administrator.
(e) If a participant terminates his or her entire participation in the Plan,
he or she may request the Administrator to sell for his or her account all
shares, both whole and fractional, credited to his or her account under the
Plan. Such a sale shall be made as soon as possible after receipt by the
Administrator of such request. The terminating Participant shall receive the
proceeds of such sale, less any related brokerage commission, Administrator's
charges, transfer tax and termination fee.
Section 11. Disposition of Less Than All Shares Registered in Participant's
Name
(a) If a Participant who has authorized the reinvestment of dividends on all
of the Common Stock registered in his or her name disposes of a portion of
his or her shares, the Administrator will continue to reinvest the dividends
on the remaining shares.
(b) If a Participant who has authorized the reinvestment of dividends on part
of the Common Stock registered in his or her name disposes of a portion of
his or her shares, the Administrator will continue to reinvest the dividends
on the lesser of (a) the number of shares with respect to which reinvestment
of dividends was originally authorized, or (b) all of the remaining shares.
Section 12. Effect of Rights Offering
(a) Subject to Section 12(b) hereof, any rights issued on shares held by the
Plan will be sold by the Administrator. The proceeds will be credited to each
Participant's account, based upon the Participant's share balance, and
utilized to purchase additional shares on the next Investment Date.
(b) Notwithstanding Section 12(a) hereof, any rights designated by resolution
of the Corporation's Board of Directors as being subject to this Section
12(b) ("Section 12(b) Rights") shall, so long as such Section 12(b) Rights
are evidenced by and transferable only with the certificates representing
such shares, be retained by the Administrator on behalf of the Participants
and credited to each Participant's account based on such Participant's share
balance. If any such Section 12(b) Rights separate from the shares on which
they were issued and become evidenced by separate rights certificates, the
Administrator shall, as soon as practicable after receiving such rights
certificates, mail such rights certificates to each Participant based on such
Participant's share balance at the close of business on the date such Section
12(b) Rights so separate.
(c) The Administrator will have the power to take such other actions as shall
be necessary so that the purposes of subsection (a) (that rights under
subsection (a) are reduced to cash and credited appropriately) and subsection
(b) (that rights under subsection (b) are, under the circumstances stated
therein, made available to the beneficial owners so that they may
individually decide the disposition thereof) are realized.
Section 13. Effect of Stock Dividend or Stock Split
Any stock dividends or split shares distributed by the Corporation on shares
of Common Stock credited to the account of a Participant under the Plan shall
be added to the Participant's account. Stock dividends or split shares
distributed on shares of Common Stock registered in the name of the
Participant shall be mailed directly to the Participant in the same manner as
to shareholders who are not participating in the Plan and subsequent
dividends on such shares shall be reinvested pursuant to the Plan unless the
Participant instructs the Administrator otherwise.
Section 14. Voting of Shares Held Under the Plan
(a) If the Participant has directly owned shares registered in his or her
name, he or she will receive a proxy card covering both his or her directly
held shares and shares held in his or her Plan account. If the Participant
does not have directly owned shares registered in his or her name, he or she
will receive a proxy covering his or her Plan shares. In either case, all of
his or her shares will be voted in accordance with his or her proper
instructions.
(b) If a proxy is returned properly signed and marked for voting, all the
shares covered by the proxy--those registered in the Participant's name and
the whole shares credited to his or her account under the Plan--will be voted
as marked.
(c) If a proxy is returned properly signed but without indicated instructions
as to the manner in which shares are to be voted with respect to any item
thereon, all of the Participant's shares--those registered in his or her name
and the whole shares credited to his or her account under the Plan--will be
voted in accordance with the recommendations of the management of the
Corporation, unless applicable laws require otherwise. If the proxy is not
returned, or if it is returned unexecuted or improperly executed, shares
registered in a Participant's name may be voted only by the Participant in
person at the shareholder meeting.
Section 15. Income Tax Information
Even though a Participant's dividends will be reinvested, they are subject
to income taxes as if they were paid to the Participant in cash. In
addition, the Internal Revenue Service has ruled that the brokerage
commissions and service charges paid by the Bank on a Participant's behalf
are to be treated as dividend income to such Participant. The amount paid to
cover service charges may be deductible if a Participant itemizes deductions
on his or her Federal income tax return and if the amounts paid for brokerage
commissions are includable in the cost basis of shares purchased. While the
amount paid for brokerage commissions will vary in proportion to the amount
invested, the Corporation estimates that the total additional income
reportable for most Participants will be less than $10 a year. The
information return sent to a Participant and the Internal Revenue Service at
year end will show each of the amounts paid on a Participant's behalf.
However, Participants should consult with their tax advisor to determine the
tax considerations related to the receipt of dividends and the purchase of
shares of Common Stock under the Plan.
Section 16. Interpretation and Regulation of the Plan
(a) The Corporation shall interpret the terms of the Plan.
(b) The Corporation may amend, modify, suspend or terminate the Plan at any
time.
(c) The Corporation shall regulate the Plan as it deems necessary or
desirable in connection with its operation.
Section 17. Modification or Termination of the Plan
(a) The Board of Directors of the Corporation may suspend or modify the Plan
at any time by a majority vote of those present.
(b) The Board of Directors may terminate the Plan at any time by a majority
vote of those present.
(c) Notice of any suspension, modification or termination of the Plan shall
be mailed to all Participants.
Section 18. Responsibility of Corporation and Administrator
The Corporation and the Administrator (and any agent of the Corporation and
the Administrator), in administering the Plan, will not be liable for any act
done in good faith or for any good faith omission to act, including without
limitation any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of
notice in writing of such death.
Section 19. Adoption
This Plan was adopted by the Board of Directors of the Corporation on January
14, 1997.
LEGAL OPINION
The validity of the shares of the Common Stock being offered hereby has
been passed upon for the Company by Silver, Freedman & Taff, L.L.P., 1100 New
York Avenue, N.W., 7th Floor East, Washington, D.C. 20005-3934.
EXPERTS
The consolidated financial statements of PennFed Financial Services,
Inc. as of June 30, 1996 incorporated by reference herein and elsewhere in
the registration statement have been audited by Deloitte & Touche, LLP,
independent public accountants, as indicated in their report with respect
thereto, and is included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the General Corporation Law of Delaware contains specific
provisions relating to indemnification of the directors and officers of a
Delaware corporation. The following is a summary of these provisions.
1. In an action or other proceeding against a present or former
director or officer (or any other employee or agent), the statute (a)
requires that the corporation reimburse such person for all his reasonable
expenses of defense (including attorneys' fees) to the extent such person is
successful in his defense on the merits or otherwise; and (b) permits the
corporation to pay, in whole or in part, the amount of any liability
(including judgements, fines and reasonable settlement amounts) together with
the expenses of defense (including attorneys' fees) if such person's defense
has not been successful, if such person acted in good faith and in an manner
he reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful).
2. In an action by or on behalf of the corporation against a present or
former director or officer (or any other employee or agent), the statue (a)
requires that the corporation reimburse such person for all his reasonable
expenses of defense (including attorneys' fees) to the extent such person is
successful in his defense on the merits or otherwise; and (b) in all other
instances permits the corporation to reimburse such person for all his
reasonable expenses of defense (including attorney's fees), but not for the
amount of any judgments, fines, or settlement amounts, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation; provided, however, if such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, no reimbursement is allowed unless and only to the
extent that the court determines that despite the adjudication of liability
but in view of all circumstances, such person is fairly and reasonably
entitled to reimbursement for such expenses as the court deems proper.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS
FURNISHED HEREIN OR SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER.
Table of Contents
Page
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents by Reference. . . . . . . . . . . . 1
PennFed Financial Services, Inc.
Dividend Reinvestment Plan . . . . . . . . . . . . . . . . . . . . . . 3
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Indemnification of Officers and Directors. . . . . . . . . . . . . . . 11
PENNFED FINANCIAL SERVICES, INC.
160,000 SHARES
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
PROSPECTUS
FOR STOCK TO BE ISSUED UNDER THE DIVIDEND REINVESTMENT PLAN
January 28, 1997
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses relating to the registration of the shares of Common Stock
being offered hereby will be borne by the Company. Such expenses are
estimated as follows:
Item Amount
- - - - - - -------------------------------------- ----------
Securities and Exchange Commission
Registration Fee $1,039.52
Printing and Word-processing 1,500.00*
Legal Fees and Expenses 5,000.00*
Accounting Fees and Expenses 1,000.00*
Transfer Agent and Registrar fees 0.00*
Blue Sky filing fees and expenses 0.00*
Miscellaneous Expenses 500.00*
---------
Total $9,039.52*
=========
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware contains specific
provisions relating to indemnification of the directors and officers of a
Delaware corporation. The following is a summary of these provisions.
1. In an action or other proceeding against a present or former
director or officer (or any other employee or agent), the statute (a)
requires that the corporation reimburse such person for all his reasonable
expenses of defense (including attorneys' fees) to the extent such person is
successful in his defense on the merits or otherwise; and (b) permits the
corporation to pay, in whole or in part, the amount of any liability
(including judgements, fines and reasonable settlement amounts) together with
the expenses of defense (including attorneys' fees) if such person's defense
has not been successful, if such person acted in good faith and in an manner
he reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful).
2. In an action by or on behalf of the corporation against a present or
former director or officer (or any other employee or agent), the statue (a)
requires that the corporation reimburse
such person for all his reasonable expenses of defense (including attorneys'
fees) to the extent such person is successful in his defense on the merits or
otherwise; and (b) in all other instances permits the corporation to
reimburse such person for all his reasonable expenses of defense (including
attorney's fees), but not for the amount of any judgments, fines, or
settlement amounts, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
provided, however, if such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
no reimbursement is allowed unless and only to the extent that the court
determines that despite the adjudication of liability but in view of all
circumstances, such person is fairly and reasonably entitled to reimbursement
for such expenses as the court deems proper.
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement.
Regulation Reference to Prior
S-K Filing or Exhibit
Exhibit Number Attached
Number Document Hereto
- - - - - - ---------- ------------------------------------------- ------------------
1 Underwriting Agreement Not applicable
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not applicable
4 Instruments defining the rights of security
holders, including indentures *
4.1 Stockholder Protection Rights Agreement **
4.2 PennFed Financial Services, Inc. Dividend
Reinvestment Plan as set forth in full in
the Prospectus, to which reference is made
4.3 Shareholder Authorization Form Exhibit 4.3
5 Opinion re legality Exhibit 5
8 Opinion re tax matters Not applicable
12 Statements re computation of ratios Not applicable
15 Letter re unaudited interim financial
information Not applicable
23.1 Consent of Deloitte & Touche, LLP Exhibit 23
23.2 Consent of Silver, Freedman & Taff, L.L.P.
(included in opinion filed as Exhibit 5)
24 Power of Attorney Not applicable
25 Statement of eligibility of trustee Not applicable
26 Invitation for competitive bids Not applicable
27 Financial Data Schedule Not applicable
99 Additional Exhibits Not applicable
- - - - - - -------------------
* Filed as exhibits to the Company's Registration Statement on Form S-1
under the Securities Act of 1933, filed with the Securities and Exchange
Commission on March 25, 1994 (Registration No. 33-76854). All of such
previously filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
** Filed as an exhibit to the Company's Registration Statement on Form
8-A under the Securities Act of 1934, filed with the Securities and Exchange
Commission on March 28, 1996. This document is hereby incorporated by
reference in accordance with Item 601 of Regulation S-K.
ITEM 17. UNDERTAKINGS.
The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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;
(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.
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 requirement 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 the 27th day of January, 1997.
PENNFED FINANCIAL SERVICES, INC.
Date: January 27, 1997 By: /s/ Joseph L. LaMonica
---------------------------- ------------------------------------
Joseph L. LaMonica
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Joseph L. LaMonica By: /s/ William C. Anderson
--------------------------------- --------------------------------
Joseph L. LaMonica William C. Anderson
President, Chief Executive Chairman of the Board
Officer and Director
(Principal Executive Officer)
Date: January 27, 1997 Date: January 27, 1997
------------------------------- ----------------------------
By: /s/ Patrick D. McTernan By: /s/ Amadeu L. Carvalho
--------------------------------- --------------------------------
Patrick D. McTernan Amadeu L. Carvalho
Executive Vice President, General Director
Counsel, Secretary and Director
Date: January 27, 1997 Date: January 27, 1997
------------------------------- ----------------------------
By: /s/ Marvin D. Schoonover By: /s/ Mario Teixeira, Jr.
--------------------------------- --------------------------------
Marvin D. Schoonover Mario Teixeira, Jr.
Director Director
Date: January 27, 1997 Date: Januayr 27, 1997
------------------------------- ----------------------------
By: /s/ Lucy T. Tinker By: /s/ Jeffrey J. Carfora
--------------------------------- --------------------------------
Lucy T. Tinker Jeffrey J. Carfora
Executive Vice President and Senior Vice President and
Chief Operating Officer Chief Financial Officer
(Principal Financial Officer) (Principal Accounting Officer)
Date: January 27, 1997 Date: January 27, 1997
------------------------------- ----------------------------
INDEX TO EXHIBITS
Exhibit
Number Description
- - - - - - ------- ---------------------------------------------
4.2 PennFed Financial Services, Inc. Dividend
Reinvestment Plan as set forth in full in the
Prospectus, to which reference is made
4.3 Shareholder Authorization Form
5 Opinion of Silver, Freedman & Taff, L.L.P.
as to legality of securities to be
registered hereby (with consent)
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Silver Freedman & Taff, L.L.P.
(included in opinion as Exhibit 5 hereto)