UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 11, 2006
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First Keystone Financial, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-25328 23-2576479
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
22 West State Street, Media, Pennsylvania 19063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 565-6210
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 Unregistered Sales of Equity Securities
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On December 11, 2006, First Keystone Financial, Inc. (the "Company")
completed the sale in a private placement (the "Private Placement") of an
aggregate of 400,000 shares (the "Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock"), to qualified, accredited investors.
The price per Share was $16.00, provided, however, that directors, officers,
employees and consultants of the Company, who purchased an aggregate of 31,210
Shares, paid $19.20 per Share for the Shares they purchased in the Private
Placement. As a result, the aggregate purchase price of the Shares was
approximately $6.5 million.
Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") acted as placement
agent for the Private Placement. The aggregate commission paid Sandler O'Neill
in connection with the Private Placement was approximately $392,853.
The Shares sold in the Private Placement were offered to accredited
investors in reliance on an exemption from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"). The shares have
not been registered under the Securities Act or any state securities laws and
the securities may not be offered or sold absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
Under the terms of the Placement Agent Agreement dated as of December 4,
2006 with Sandler O'Neill, the Company agreed to use its best efforts to: (i)
file a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") within 90 days of the
closing of the Private Placement, to register the resale of the Shares, and
(ii) have the Registration Statement declared effective by the Commission
within 180 days after the closing of the Private Placement. In addition,
executive officers and directors of the Company and its wholly owned subsidiary,
First Keystone Bank, entered into "lock-up" agreements with Sandler O'Neill
under which they will not offer or sell shares of Common Stock, subject to
certain exceptions, until 180 days after the closing of the Private Placement.
The foregoing description of the Private Placement does not purport to be
complete and is qualified in its entirety by reference to the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
ITEM 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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(a) Effective December 6, 2006, the Board amended Section 2.8 of the
Company's Amended and Restated Bylaws to increase the maximum number days
between the record date established to determine stockholders entitled to
notice of or to vote at any meeting of stockholders and the related meeting
date from 50 days to 90 days as permitted by the Pennsylvania Business
Corporation law. Section 2.8 of the Bylaws, as amended, is attached hereto
as Exhibit 3.1 and the description of the amendment is qualified in its entity
by reference to the amended Section 2.8 attached hereto as Exhibit 3.1 which
is incorporated herein by reference.
(b) Not applicable.
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ITEM 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
The following exhibits are filed herewith.
Exhibit Number Description
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3.1 Section 2.8, as amended, of the Company's
Amended and Restated Bylaws
99.1 Press release dated December 11, 2006
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST KEYSTONE FINANCIAL, INC.
Date: December 12, 2006 By: /s/ Rose M. DiMarco
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Rose M. DiMarco
Chief Financial Officer
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