Registration No. 333-______
Filed July 16, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PROGRESS FINANCIAL CORPORATION
______________________________________________________________________________
(Exact Name of Registrant as specified in its Articles of Incorporation)
Delaware 23-2413363
______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
4 Sentry Parkway, Suite 200
Blue Bell, Pennsylvania 19422
______________________________________________________________________________
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN
______________________________________________________________________________
(Full Title of the Plan)
Copies to:
W. Kirk Wycoff, Chairman, President
and Chief Executive Officer
Progress Financial Corporation Kenneth B. Tabach, Esq.
4 Sentry Parkway, Suite 200 Elias, Matz, Tiernan & Herrick L.L.P.
Blue Bell, Pennsylvania 19422 734 15th Street, N.W.
(610) 825-8800 Washington, D.C. 20005
(202) 347-0300
____________________________________
(Name, address, and telephone number
of agent for service)
Index to Exhibits is located on page 5.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------
Common Stock,
par value $1.00 200,000(2) $9.575(3) $1,915,000(3) $176.18
- ------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Progress Financial Corporation
(Company or Registrant) Amended and Restated 1996 Employee Stock
Purchase Plan (the Purchase Plan) as a result of a stock split,
stock dividend or similar adjustment of the outstanding common
stock, $1.00 par value per share (Common Stock), of the Company.
(2) Represents 200,000 additional shares currently reserved for
issuance pursuant to the Purchase Plan as a result of amendments
to the Purchase Plan adopted by the Company and approved by
stockholders of the Company in April 2002 bringing the total
number of shares of Common Stock which may be issued under the
Purchase Plan to 300,000.
(3) Estimated solely for the purposes of calculating the
registration fee in accordance with Rule 457(c) promulgated under
the Securities Act. The Proposed Maximum Offering Price Per
Share is equal to the average of the high and low prices of the
Common Stock on July 10, 2002 as reported on the Nasdaq Stock
Market, National Market System.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Securities and Exchange Commission (the Commission) are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 2001;
(b) All reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act), since the end of the
fiscal year covered by the financial statements in the Form
10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form S-
3 (Commission File No. 333-90044) filed with the Commission
on June 7, 2002; and
(d) All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and 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.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement 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
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is
registered under Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (DGCL)
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacity as such. The
Certificate of Incorporation and Bylaws of the Company provide
that the directors, officers, employees and agents of the Company
shall be indemnified to the full extent permitted by law. Such
indemnity shall extend to expenses, including attorneys fees,
judgments, fines and amounts paid in the settlement, prosecution
or defense of the foregoing actions. Section 102(b)(7) of the
DGCL sets forth circumstances which a directors personal
liability to a corporation to its stockholders for money damages
for breach of fiduciary duty as a director may be eliminated or
limited. The Certificate of Incorporation provides for the
limitation of personal liability of directors to stockholders for
monetary damages to the Company or its stockholders for such
directors breach of fiduciary duty as a director of the Company
to the full extent permitted by law.
The Company carries a liability insurance policy for its
officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
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Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Location
--- ------- --------
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick Filed herewith
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
24 Power of attorney for any subsequent --
amendments (located in the signature pages)
99.1 Amended and Restated 1996 Employee Stock Filed herewith
Purchase Plan
_____________________
(1) Incorporated by reference from the Company's Registration
Statement on Form S-1 (Commission File No. 33-59218) filed with
the Commission on March 8, 1993.
Item 9. Undertakings.
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 Securities 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in
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the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee table in the
effective registration statement; and (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 clauses (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability
under the Securities 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.
4. That, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against 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 Securities Act and will be
governed by the final adjudication of such issue.
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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 Blue Bell, Commonwealth of Pennsylvania on July 15,
2002.
PROGRESS FINANCIAL CORPORATION
By: /s/ W. Kirk Wycoff
-----------------------------
W. Kirk Wycoff
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each
person whose signature appears below hereby makes, constitutes
and appoints W. Kirk Wycoff his or her true and lawful attorney,
with full power to sign for such person and in such person's name
and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
Name Title Date
_____________________ __________________ ______________
/s/ John E.F. Corson Director July 15, 2002
- --------------------
John E.F. Corson
/s/ William O. Daggett, Jr. Director July 15, 2002
- ---------------------------
William O. Daggett, Jr.
/s/ Michael B. High Chief Operating July 15, 2002
- ------------------- Officer and Chief
Michael B. High Financial Officer
(principal financial
and accounting
officer)
/s/ G. Daniel Jones Director July 15, 2002
- -------------------
G. Daniel Jones
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Name Title Date
_____________________ __________________ ______________
/s/ Joseph R. Klinger Director July 15, 2002
- ---------------------
Joseph R. Klinger
/s/ Paul M. LaNoce Director July 15, 2002
- ------------------
Paul M. LaNoce
/s/ A. John May III Director July 15, 2002
- -------------------
A. John May III
/s/ William L. Mueller Director July 15, 2002
- ----------------------
William L. Mueller
/s/ Kevin J. Silverang Director July 15, 2002
- ----------------------
Kevin J. Silverang
/s/ Charles J. Tornetta Director July 15, 2002
- -----------------------
Charles J. Tornetta
/s/ W. Kirk Wycoff Chairman, President July 15, 2002
- ------------------ and Chief Executive
W. Kirk Wycoff Officer (principal
executive officer)
/s/ Stephan T. Zarilli Director July 15, 2002
- ----------------------
Stephen T. Zarrilli
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