As filed with the Securities and Exchange Commission on March 22, 2007
Fegistration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SE Financial Corp.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 57-1199010
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901-03 East Passyunk Avenue
Philadelphia, Pennsylvania 19148
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(Address of principal executive offices)
SE Financial Corp. 2006 Stock Option Plan
St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan
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(Full Title of the Plans)
Pamela M. Cyr
President
1901-03 East Passyunk Avenue
Philadelphia, Pennsylvania 19148
(215) 468-1700
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
901 New York Avenue, N.W.
Suite 210 East
Washington, D.C. 20001
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value per share 206,910 shares $12.75 $2,638,103 $80.99
Common Stock
$0.10 par value per share 113,182 shares $12.30 $1,392,139 $42.74
============================= ================== =================== ================== ======================
(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the SE Financial Corp. 2006 Stock Option Plan consists of
228,637 shares, and under the St. Edmond's Federal Savings Bank 2006
Restricted Stock Plan (the "RSP") consists of 91,455 shares are being
registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number
of additional shares may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 320,092 shares are being registered
hereby, of which 206,190 shares are under option at a weighted average
exercise price of $12.75 per share ($2,638,103 in the aggregate). The
remainder of such shares 113,182 shares, consisting of 21,727 unawarded
options under the Stock Option Plan and 91,455 shares awarded under the
RSP, are being registered based upon the average of the bid and ask
prices of the Common Stock of the Registrant as reported on the OTC
Bulletin Board on March 19, 2007, of $12.30 per share ($1,392,139 in
the aggregate), for a total offering of $4,030,242.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 320,092
shares of SE Financial Corp. (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common Stock") issuable to employees, officers and
directors of the Registrant or its subsidiaries as compensation for services in
accordance with the SE Financial Corp. 2006 Stock Option Plan under which
228,637 shares are issuable, and the St. Edmond's Federal Savings Bank 2006
Restricted Stock Plan under which 91,455 shares are issuable (together, the
"Plans"). Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in
reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on April 14, 2004 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the Year Ended
October 31, 2006, as filed with the Commission;
(b) Form 8-K, dated March 14, 2007, as filed with the Commission;
(c) The Company's Quarterly Report on Form 10-QSB for the Quarter
Ended January 31, 2007, as filed with the Commission; and
(d) The description of the Company's securities as contained in
the Company's Registration Statement on Form 8-A, as filed
with the Commission on April 14, 2004.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
2
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer, director, employee or agent may be indemnified by the
Company from and against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with threatened, pending
or contemplated proceedings (other than an action by or in the right of the
Company) if such person acted in good faith and in a manner that such person
reasonably believes to be in, or not opposed to, the best interests of the
Company.
Provisions regarding indemnification of directors, officers, employees
or agents of the Company are contained in Article 10 of the Company's Articles
of Incorporation.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").
The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the Registrant
could be required to be repaid by the Registrant to an indemnified party.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by Progressive Casualty
Insurance Company with a $5.0 million aggregate limit of liability and an
aggregate deductible of $75,000 per loss both for claims directly against
officers and directors and for claims where the Company is required to indemnify
directors and officers.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable
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Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
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(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
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 requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia in the Commonwealth of Pennsylvania, on
the 20th day of February, 2007.
SE Financial Corp.
By: /s/Pamela M. Cyr
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Pamela M. Cyr
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of SE Financial Corp., do
hereby severally constitute and appoint Pamela M. Cyr as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Pamela M. Cyr may deem
necessary or advisable to enable SE Financial Corp., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the registrant, including specifically, but
not limited to, power and authority to sign, for any of us in our names in the
capacities indicated below, the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Pamela M. Cyr shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
/s/Marcy C. Panzer /s/Pamela M. Cyr
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Marcy C. Panzer Pamela M. Cyr
Chairman of the Board President and Chief Executive Officer
(Principal executive, financial and accounting
officer)
/s/Andrew A. Hines /s/Susanne Spinell Shuster
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Andrew A. Hines Susanne Spinell Shuster
Director Director
/s/J. William Parker, Jr. /s/Samuel Barsky
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J. William Parker, Jr. Samuel Barsky
Director Director
/s/Charles M. Cahn
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David M. Rosenberg Charles M. Cahn
Director Director
/s/William F. Saldutti, III /s/Megan L. Mahoney
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William F. Saldutti, III Megan L. Mahoney
Director Director
INDEX TO EXHIBITS
Exhibit Description
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4.1 SE Financial Corp. 2006 Stock Option Plan
4.2 St. Edmond's Federal Savings Bank 2006 Restricted Stock Plan
4.3 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.4 Form of Restricted Stock Award Agreement
4.5 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of S.R. Snodgrass, A.C.
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein