Registration No. 333-______
Filed January 30, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
____________________________________________________________________________
(Exact Name of Registrant as specified in its Charter)
United States (To be requested)
_____________________________________ _____________________________________
(State of incorporation) (IRS Employer Identification No.)
541 Lawrence Road
Broomall, Pennsylvania 19008
____________________________________________________________________________
(Address of principal executive offices, including zip code)
ALLIANCE BANK PROFIT SHARING/401(k) PLAN
____________________________________________________________________________
(Full Title of the Plan)
With a copy to:
Dennis D. Cirucci Kevin M. Houlihan, Esq.
President and Chief Executive Officer Eric M. Marion, Esq.
Alliance Bancorp, Inc. of Pennsylvania Elias, Matz, Tiernan &
541 Lawrence Road Herrick L.L.P.
Broomall, Pennsylvania 19008 734 15th Street, N.W
(610) 353-2900 Washington, D.C. 20005
(202) 347-0300
_________________________________________________________
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
| | Proposed | Proposed |
| | Maximum | Maximum |
| | Offering | Aggregate | Amount of
Title of Securities | Amount to be | Price per | Offering | Registration
to be Registered | Registered(1) | Share | Price | Fee
- -------------------------------------------------------------------------------
Common Stock, | | | |
par value $0.01 | 240,000(2) | $4.64(2) | $1,113,600 | $119.16
===============================================================================
______________
(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 Alliance Bank Profit Sharing/401(k) Plan (the "401(k) Plan") as a
result of a stock split, stock dividend or similar adjustment of the
outstanding common stock, $0.01 par value per share ("Common Stock"), of
Alliance Bancorp, Inc. of Pennsylvania (the "Company").
(2) The 240,000 shares of Common Stock represent an estimate of such presently
undeterminable number of shares as may be purchased with employee
contributions pursuant to the 401(k) Plan. In addition, pursuant to Rule
416(c) under the Securities Act, this registration statement also covers
an indeterminable amount of interests to be offered or sold pursuant to
the 401(k) Plan. The Proposed Maximum Offering Price Per Share for shares
to be issued under the 401(k) Plan is equal to the book value per share as
of December 31, 2006, based upon an assumed 7,225,000 shares being
outstanding as of that date and estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c)
promulgated under the Securities Act.
__________________________
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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being 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 of the Securities Act. Such
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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
Commission is incorporated by reference in this Registration
Statement:
(a) The Company's prospectus and prospectus supplement
(collectively, the "Prospectus"), dated November 13, 2006,
filed pursuant to Rule 424(b) under the Securities Act (File
No. 333-136853) with the Commission on November 22, 2006;
(b) The Company Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006 filed with the Commission
on December 19, 2006;
(c) The description of the Common Stock of the Company
contained in Item 1, "Description of Registrant's Securities
to be Registered" in the Company's Registration Statement on
Form 8-A as filed on December 7, 2006 (File No. 001-33189);
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.
1
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Generally, federal regulations define areas for indemnity
coverage for federal savings associations and federal subsidiary
holding companies as follows:
(a) Any person against whom an action is brought or
threatened because that person is or was a director or officer of
the savings association shall be indemnified by the savings
association for:
(i) Any amount for which such person becomes liable
under a judgment in such action; and
(ii) Reasonable costs and expenses, including
reasonable attorneys fees, actually paid or incurred by that
person in defending or settling such action, or in enforcing his
or her rights under this section if the person attains a
favorable judgment in such enforcement action.
(b) Indemnification shall be made to such person under
paragraph (b) of this section only if:
(i) Final judgment on the merits is in his or her
favor; or
(ii) In case of:
a. Settlement,
b. Final judgement against him or her, or
c. Final judgement in his or her favor, other
than on the merits, if a majority of the disinterested directors
of the savings association determine that he or she was acting in
good faith within the scope of his or her employment or authority
as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have
believed under the circumstances was in the best interest of the
savings association or its members. However, no indemnification
shall be made unless the association gives the Office at least 60
days notice of its intention to make such indemnification. Such
notice shall state the facts on which the action arose, the terms
of any settlement, and any disposition of the action by a court.
Such notice, a copy thereof, and a certified copy of the
resolution containing the required determination by the board of
directors shall be sent to the Regional Director, who shall
promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification shall
be made if the OTS advises the association in writing, within
such notice period, of its objection thereto.
(c) As used in this paragraph:
(i) "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;
(ii) "court" includes, without limitation, any court to
which or in which any appeal or any proceeding for review is
brought;
(iii) "final judgment" means a judgment, decree, or
order which is not appealable and as to which the period for
appeal has expired with no appeal taken;
(iv) "settlement" includes the entry of a judgment by
consent or by confession or a plea of guilty or nolo contendere.
2
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
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)
23 Consent of Deloitte & Touche LLP Filed herewith
24 Power of attorney for any subsequent --
amendments (located in the signature
pages)
_____________________
(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-136853) filed with the Commission on August 23,
2006, as amended.
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 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
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.
4
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 Broomall, Commonwealth of Pennsylvania on January 30,
2007.
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
/s/Dennis D. Cirucci
By: ______________________________________
Dennis D. Cirucci
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 Dennis D. Cirucci as 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/Dennis D. Cirucci President and Chief Executive January 30, 2007
_____________________________ Officer (Principal Executive
Dennis D. Cirucci Officer)
/s/Peter J. Meier Executive Vice President and January 30, 2007
_____________________________ Chief Financial Officer
Peter J. Meier (Principal Financial and
Accounting Officer)
/s/William E. Hecht Chairman of the Board January 30, 2007
_____________________________
William E. Hecht
/s/J. William Cotter, Jr. Director January 30, 2007
_____________________________
J. William Cotter, Jr.
_____________________________ Director January __, 2007
John A. Raggi
/s/Philip K. Stonier
_____________________________ Director January 30, 2007
Philip K. Stonier
Name Title Date
_____________________________ ____________________________ ________________
_____________________________ Director January __, 2007
James S. Carr
/s/G. Bradley Rainer
_____________________________ Director January 30, 2007
G. Bradley Rainer
/s/R. Cheston Woolard
_____________________________ Director January 30, 2007
R. Cheston Woolard
_____________________________ Director January __, 2007
Timothy E. Flatley
The 401(k) Plan. Pursuant to the requirements of the
Securities Act of 1933, the administrator of the employee benefit
plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Broomall, Commonwealth of Pennsylvania, on January 30,
2007.
ALLIANCE BANK PROFIT SHARING/401(k) PLAN
By: /s/Dennis D. Cirucci
_________________________________________
Dennis D. Cirucci, on behalf of
Alliance Bank as the Plan Administrator
EXHIBIT INDEX
No. Exhibit Location
_______ _______________________________________ _______________
4 Common Stock Certificate (1)
23 Consent of Deloitte & Touche LLP Filed herewith
24 Power of attorney for any subsequent --
amendments (located in the signature
pages)
_____________________
(1) Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-136853) filed with the Commission on August 23,
2006, as amended.