SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-2
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) (IRS 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
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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 and as amended on Form 8-A/A filed on February 11, 1998 (the
"Application"), is hereby amended to substitute the following paragraph for the
second paragraph under Item 1 of the Application:
"The Rights will be evidenced by the Common Stock certificates until the
close of business on the earlier of (either, the "Separation Time") (i) the
tenth Business Day (as defined in the Rights Agreement) (or such later date as
the Board of Directors of the Company may from time to time fix by resolution
adopted prior to the Separation Time that would otherwise have occurred) after
the date on which any Person (as defined in the Rights Agreement) (other than
the Company, a Subsidiary (as defined in the Rights Agreement) of the Company or
an employee stock ownership or other employee benefit plan of the Company or a
Subsidiary of the Company) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person (as
defined below); and (ii) the tenth Business Day (the "Flip-in Date") after the
first date of public announcement (the "Stock Acquisition Date") by the Company
or an Acquiring Person (by means of a Schedule 13D under the Securities Exchange
Act of 1934, as amended (or any comparable or successor report or schedule) or
any amendment thereto) that an Acquiring Person has become such, other than as a
result of a Flip-over Transaction or Event (as defined below) or such earlier or
later date, not beyond the thirtieth day after such Stock Acquisition Date, as
the Board of Directors of the Company may from time to time fix by resolution
adopted prior to the Flip-in Date that would otherwise have occurred; provided
that if the foregoing results in the Separation Time being prior to the Record
Time, the Separation Time shall be the Record Time and provided further that if
a tender or exchange offer referred to in clause (i) is canceled, terminated or
otherwise withdrawn prior to the Separation Time, without the purchase of any
shares of Common Stock pursuant thereto, such offer shall be deemed, for the
purposes of this definition, never to have been made. An "Acquiring Person"
means any Person who is or shall become a Beneficial Owner (as defined in the
Rights Agreement) of 15% or more of the outstanding shares of Common Stock;
provided, however, that the term "Acquiring Person" shall not include (i) the
Company or any Subsidiary thereof; (ii) any Person who is or shall become the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock solely
as a result of an acquisition by the Company of shares of Common Stock, until
such time thereafter as such Person shall become the Beneficial Owner (other
than by means of a stock dividend or stock split) of any additional shares of
Common Stock or (iii) any Person who is or shall become the Beneficial Owner of
15% or more, but not more than 25%, of the outstanding shares of Common Stock if
such Person's Beneficial Ownership of over 15% of the outstanding shares of
Common Stock is solely as a result of an acquisition of Common Stock from the
Company which was approved in advance by the Company's Board of Directors. The
Rights Agreement provides that, until the Separation Time, the Rights will be
transferred with and only with the Common Stock. Common Stock certificates
issued after the Record Time but prior to the Separation Time shall evidence one
Right for each share of Common Stock represented thereby and shall contain a
legend incorporating by reference the terms of the Rights Agreement (as such may
be amended from time to time). Notwithstanding the absence of the aforementioned
legend, certificates evidencing shares of Common Stock outstanding at the Record
Time shall also evidence one Right for each share of Common Stock evidenced
thereby. Promptly following the Separation Time, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Common Stock at the Separation Time.
Item 2. Exhibits.
Item 2 of the Application is amended to add an Exhibit (3), as follows:
Exhibit No. Description
(3) Amendment No. Two to the Stockholder Protection
Rights Agreement, dated as of March 21, 1996 and
amended as of February 10, 1998, 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: October 13, 1998 By: /s/ Joseph L. LaMonica
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Joseph L. LaMonica
President and Chief Executive
Officer
EXHIBIT 3
AMENDMENT NO. TWO 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 and amended
as of February 10, 1998, 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 contained herein, and other
good and valuable consideration, it is agreed as follows:
1. Section 1.1 of the Rights Agreement is hereby amended by
revising the definition of "Acquiring Person" to read in its entirety
as follows: "Acquiring Person" shall mean any Person who is or shall
become a Beneficial Owner of 15% or more of the outstanding shares of
Common Stock; provided, however, that the term "Acquiring Person"
shall not include (i) the Company or any Subsidiary; (ii) any Person
who is or shall become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock solely as a result of an
acquisition by the Company of shares of Common Stock, until such time
thereafter as such Person shall become the Beneficial Owner (other
than by means of a stock dividend or stock split) of any additional
shares of Common Stock; or (iii) any Person who is or shall become the
Beneficial Owner of 15% or more, but not more than 25%, of the
outstanding shares of Common Stock if such Person's Beneficial
Ownership of over 15% of the outstanding shares of Common Stock is
solely as a result of an acquisition of Common Stock from the Company
which acquisition from the Company receives the prior approval of a
majority of the Company's Board of Directors (exclusive of any
directors who are such Person, an Affiliate or Associate of such
Person, or a representative or nominee of such Person or of any such
Affiliate or Associate).
2. 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
13th day of October, 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
By: /s/ Thomas L. Montrone By: /s/ William P. Tatler
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Its:President and Secretary Its:Vice President
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