SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
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)
Delaware 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.(the "Company") for Registration of Stock Purchase Rights on
Form 8-A, dated March 26, 1996 (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 (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
$67.50 (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 10, 2008
(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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(2) Amendment No. One to the Stockholder
Protection Rights Agreement, dated as of
March 21, 1996, 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: February 11, 1998 By: /s/ Joseph L. LaMonica
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Joseph L. LaMonica
President and Chief Executive
Officer
EXHIBIT 2
AMENDMENT NO. ONE TO THE
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
dated as of March 21, 1996 between
PENNFED FINANCIAL SERVICES, INC.
and
REGISTRAR AND TRANSFER COMPANY
as Rights Agent
WHEREAS, the purpose of this document (this "Amendment") is
to amend the Stockholder Protection Rights Agreement, dated as
of March 21, 1996, between PennFed Financial Services, Inc. and
Registrar and Transfer Company, as Rights Agent (the "Rights
Agreement"); and
WHEREAS, this Amendment is in accordance with Section 5.4
of the Rights Agreement.
NOW THEREFORE, in consideration of the premises, it is
agreed as follows:
1. Section 1.1 of the Rights Agreement is hereby amended by
revising the definition of "Exercise Price" to read in its
entirety as follows:
"Exercise Price" shall mean, as of any date, the price
at which a holder may purchase the securities or assets
issuable upon exercise of one whole Right. Until adjustment
thereof in accordance with the terms hereof, the Exercise
Price shall equal $67.50.
2. Section 1.1 of the Rights Agreement is hereby further
amended by revising the definition of "Expiration Time" to read
in its entirety as follows:
"Expiration Time" shall mean the earliest of (i) the
Exchange Time, (ii) the Redemption Time and (iii) the close
of business on February 10, 2008.
3. Exhibit A to the Rights Agreement (the Form of Rights
Certificate) is hereby amended by revising the last sentence of
the first paragraph thereof to read in its entirety as follows:
"The Exercise Price shall be $67.50 per Right and
shall be subject to adjustment in certain events as
provided in the Rights Agreement."
4. This Amendment may be executed in counterparts, which
together shall constitute a single instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of this 10th day of February, 1998.
ATTEST: PENNFED FINANCIAL SERVICES INC.
/s/ Patrick D. McTernan By: /s/ Joseph L. LaMonica
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Patrick D. McTernan Joseph L. LaMonica
Secretary President and Chief
Executive Officer
ATTEST: REGISTRAR AND TRANSFER COMPANY
/s/ Thomas L. Montrone By: /s/ William P. Tatler
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Thomas L. Montrone William P. Tatler
President and Secretary Vice President