Harleysville
Savings Financial Corporation
|
||
(Exact
Name of Registrant as Specified in Its Charter)
|
||
Pennsylvania |
23-3028464
|
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.)
|
271 Main Street, Harleysville, Pennsylvania |
19438
|
|
(Address of Principal Executive Offices) |
(Zip Code)
|
|
Harleysville
Savings Financial Corporation 2009 Stock Incentive Plan
|
||
(Full
Title of the Plan)
|
||
Ronald
B. Geib
President
and Chief Executive Officer
Harleysville
Savings Financial Corporation
271
Main Street
Harleysville,
Pennsylvania 19438
(215)
256-8828
|
Copies
to:
Kenneth
B. Tabach, Esq.
Elias,
Matz, Tiernan & Herrick L.L.P.
734
15th Street, N.W.
Washington,
D.C. 20005
(202)
347-0300
|
|
(Name,
Address and Telephone Number of Agent For
Service)
|
CALCULATION OF REGISTRATION
FEE
|
|||||||||
Title
of Securities to be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|||||
Common
Stock, par value $.01 per share
|
300,000
shares (2)
|
$13.67(2)
|
$4,101,000(3)
|
$292.40
|
______________________
|
|
(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
Harleysville Savings Financial Corporation 2009 Stock Incentive Plan (the
“Plan”) as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock, par value $.01 per share (“Common
Stock”), of Harleysville Savings Financial Corporation (the
“Company”).
|
(2)
|
Represents
shares currently reserved for issuance pursuant to the
Plan.
|
(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 January 25, 2010 as reported by
the Nasdaq Stock Market, LLC.
|
__________________________________
|
Item
2.
|
Registrant
Information and Employee Plan Annual
Information.*
|
*
|
Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from the registration statement in accordance with Rule 428 under
the Securities Act and the “Note” to Part I on Form
S-8.
|
Item
3.
|
Incorporation
of Documents by Reference.
|
|
(a)
|
The
Company’s Annual Report on Form 10-K for the year ended September 30,
2009;
|
|
(b)
|
All
reports filed by the Company pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (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
Current Report on Form 8-K filed with the Commission on February 25, 2000;
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.
|
Item
4.
|
Description
of Securities.
|
Item
5.
|
Interests
of Named Experts and Counsel.
|
Item
6.
|
Indemnification
of Directors and Officers.
|
Item
7.
|
Exemption
from Registration Claimed.
|
Item
8.
|
Exhibits.
|
No.
|
Exhibit
|
|
4.0
|
Form
of Common Stock certificate(1)
|
|
5.0
|
Opinion
of Elias, Matz, Tiernan & Herrick L.L.P. as to legality of the Common
Stock
|
|
10.0
|
Harleysville
Savings Financial Corporation 2009 Stock Incentive
Plan(2)
|
|
23.1
|
Consent
of Elias, Matz, Tiernan & Herrick L.L.P. (included in Exhibit
5.0)
|
|
23.2
|
Consent
of ParenteBeard LLC
|
|
24.0
|
Power
of attorney for any subsequent amendments is located in the signature
pages
|
|
(1)
|
Incorporated
by reference from the Company’s Current Report on Form 8-K (Commission
File No. 000-29709) filed with the Commission on February 25,
2000.
|
|
(2)
|
Incorporated
by reference from the Company’s Definitive Proxy Statement for the annual
meeting of stockholders held on January 27, 2010 (Commission File No.
000-29709) filed with the Commission on December 18,
2009.
|
Item
9.
|
Undertakings.
|
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION | |||
By: | |||
/s/Ronald B. Geib | |||
Ronald B. Geib | |||
President and Chief Executive Officer |
Name
|
Title
|
Date
|
||
/s/
Edward J. Molnar___________________
Edward
J. Molnar
|
Chairman
of the Board
|
January
29, 2010
|
||
/s/
Ronald B. Geib_____________________
Ronald
B. Geib
|
Director,
President and Chief Executive Officer (principal executive
officer)
|
January
29, 2010
|
||
/s/
Brendan J. McGill___________________
Brendan
J. McGill
|
Executive
Vice President, Treasurer and Chief Financial Officer (principal financial
and accounting officer)
|
January
29, 2010
|
Name | Title | Date | ||
/s/
Sanford L. Alderfer__________________
Sanford
L. Alderfer
|
Director
|
January
29, 2010
|
||
/s/
Mark R. Cummins___________________
Mark
R. Cummins
|
Director
|
January
29, 2010
|
||
/s/
Thomas D. Clemens_________________
Thomas
D. Clemens
|
Director
|
January
29, 2010
|
||
/s/
Charlotte A. Hunsberger______________
Charlotte
A. Hunsberger
|
Director
|
January
29, 2010
|
||
/s/
George W. Meschter________________
George
W. Meschter
|
Director
|
January
29, 2010
|
||
/s/
James L. Rittenhouse________________
James
L. Rittenhouse
|
Director
|
January
29, 2010
|
||