As filed with the Securities and Exchange Commission on November 8, 2001
Registration No. 333-69180
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM SB-2/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
PHSB FINANCIAL CORPORATION
--------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 6035 25-1894708
- ---------------------------- ----------------- -------------------
(State or other jurisdiction (Primary SIC No.) (I.R.S. Employer
of incorporation or Identification No.)
organization)
744 Shenango Road, Beaver Falls, PA 15010
(724) 846-7300
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
James P. Wetzel, Jr.
President and Chief Executive Officer
PHSB Financial Corporation
744 Shenango Road, Beaver Falls, PA 15010
(724) 846-7300
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
Samuel J. Malizia, Esq.
Felicia C. Battista, Esq.
MALIZIA SPIDI & FISCH, PC
1100 New York Avenue, N.W., Suite 340 West, Washington, D.C. 20005
(202) 434-4660
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.[ ]
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 27. Exhibits
The financial statements and exhibits filed as part of this
Registration Statement are as follows:
(a) List of Exhibits:
1 Form of Agency Agreement with Trident Securities, A Division of McDonald
Investments, Inc.*
2 Plan of Conversion and Reorganization and Plans of Merger*
3(i) Articles of Incorporation of PHSB Financial Corporation*
3(ii) Bylaws of PHSB Financial Corporation*
4 Specimen Stock Certificate of PHSB Financial Corporation*
5 Opinion of Malizia Spidi & Fisch, PC regarding legality of securities registered*
8.1 Federal Tax Opinion of Malizia Spidi & Fisch, PC*
8.2 State Tax Opinion of Malizia Spidi & Fisch, PC*
8.3 Statement of RP Financial, LC. as to the value of subscription rights*
10.1 Form of Employment Agreement between Peoples Home Savings Bank
and James P. Wetzel, Jr.*
10.2 1998 Restricted Stock Plan**
10.3 1998 Stock Option Plan**
20.1 Dividend Reinvestment Plan***
23.1 Consent of Malizia Spidi & Fisch, PC (included with Exhibit 5)*
23.2 Consent of S.R. Snodgrass, A.C.
23.3 Consent of RP Financial, LC.*
24 Power of Attorney (included with signature page)
99.1 Stock Order Form*
99.2 Form of Marketing Materials*
99.3 Appraisal Report****
99.4 Form of Proxy Statement of PHS Bancorp, Inc.*
___________________
* Previously filed
** Incorporated by reference to Registrant's Quarterly report on form 10-Q
for the Quarter Ended September 30, 1998 and filed with the Securities
and Exchange Commission on November 13, 1998.
*** Incorporated by reference to Registrant's Quarterly report on form 10-Q
for the Quarter Ended June 30, 1999 and filed with the Securities and
Exchange Commission on July 23, 1999.
**** Previously filed in accordance with Rule 202 of Regulation S-T.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Beaver
Falls, Commonwealth of Pennsylvania, on November 8, 2001.
PHSB FINANCIAL CORPORATION
/s/ James P. Wetzel, Jr.
-----------------------------------
James P. Wetzel, Jr.
President, Chief Executive Officer,
and Director
(Duly authorized representative)
In accordance with the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities indicated as of November 8, 2001.
/s/ James P. Wetzel, Jr. /s/ Richared E. Canonge
- ---------------------------------- --------------------------------------------
James P. Wetzel, Jr. Richard E. Canonge
President, Chief Executive Officer Vice President and Treasurer
and Director (Principal Financial and Accounting Officer)
* *
- ---------------------------------- --------------------------------------------
Joseph D. Belas Douglas K. Brooks
Director Director
* *
- ---------------------------------- --------------------------------------------
Emyln Charles John C. Kelly
Director Director
* *
- ---------------------------------- --------------------------------------------
Howard B. Lenox Earl F. Klear
Director Director
*
- ----------------------------------
John M. Rowse
Director
*By: /s/ James.P. Wetzel, Jr.
------------------------
James P. Wetzel, Jr.
Attorney-in-Fact