s8_092310-0312.htm
As filed with the Securities and Exchange Commission on September 23, 2010.
 
Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

     

 
WSFS Financial Corporation
  
 
(Exact name of Registrant as specified in its charter)
  

Delaware
  
22-2866913
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)

 
500 Delaware Avenue
  
 
Wilmington, Delaware 19801
  
 
(Address of principal executive offices)
  
     
 
WSFS Financial Corporation 2005 Incentive Plan
  
 
(Full Title of the Plan)
  
     
 
Stephen A. Fowle
  
 
Chief Financial Officer
  
 
WSFS Financial Corporation
  
 
500 Delaware Avenue
  
 
Wilmington, Delaware 19801
  
 
(302) 792-6000
  
 
(Name, address and telephone number of agent for service)
  
     
 
Copies to:
  
 
John J. Spidi, Esq.
  
 
Malizia Spidi & Fisch, PC
  
 
1227 25th Street,, N.W.
  
 
Suite 200 West
  
 
Washington, D.C. 20037
  
 
(202) 434-4660
  


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 (2)
  
Amount of
Registration
Fee (2)
  
Common Stock $0.01 par value per share
  
335,000 shares
  
$
37.11
(2)
$
 
12,431,850
  
$
886.39
  

(1)
Maximum number of additional shares issuable under the WSFS Financial Corporation 2005 Incentive Plan, as such amount may be increased in accordance with said plan in the event of a merger, consolidation, recapitalization, stock dividend, stock split or similar event involving the Registrant.
(2)
In accordance with Rule 457(h) the registration fee has been calculated based upon the average of the high and low selling prices of the common stock of the Registrant as reported on the Nasdaq Global Select Market on September 22, 2010 of $37.11 per share ($12,431,850 in aggregate).

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.

 
 
 




*  *  *  *  *  *  *



Note:           This registration statement registers 335,000 additional shares of Common Stock of the Registrant to be issued under the WSFS Financial Corporation 2005 Incentive Plan for which a registration statement on Form S-8, (Commission File No. 333-127225), has been filed and is effective. In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of such prior registration statement.







 
 
 

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 Wilmington in the State of Delaware, as of September 22, 2010.

   
WSFS FINANCIAL CORPORATION
       
Date:
September 22, 2010
By:
/s/ Mark A. Turner
     
Mark A. Turner
     
President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of WSFS Financial Corporation, do hereby severally constitute and appoint Mark A. Turner and Stephen A. Fowle with full powers of substitution, and each of them acting individually, 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 Mark A. Turner and Stephen A. Fowle may deem necessary or advisable to enable WSFS Financial Corporation, 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 offering of the Company’s Common Stock, 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 Mark A. Turner and Stephen A. Fowle shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Date:
September 22, 2010
By:
/s/ Mark A. Turner
     
Mark A. Turner
     
President and Director
     
(Principal Executive Officer)
       
Date:
September 22, 2010
By:
/s/ Charles G. Cheleden
     
Charles G. Cheleden
     
Vice Chairman and Director
       
Date:
September 22, 2010
By:
/s/ Marvin N. Schoenhals
     
Marvin N. Schoenhals
     
Chairman


 
 
 


Date:
September 22, 2010
By:
/s/ Jennifer W. Davis
     
Jennifer W. Davis
     
Director
       
Date:
September 22, 2010
By:
/s/ Donald W. Delson
     
Donald W. Delson
     
Director
       
Date:
September 22, 2010
By:
/s/ John F. Downey
     
John F. Downey
     
Director
       
Date:
September 22, 2010
By:
/s/ Anat M. Bird
     
Anat M. Bird
     
Director
       
Date:
September 22, 2010
By:
/s/ R. Ted Weschler
     
R. Ted Weschler
     
Director
       
Date:
September 22, 2010
By:
/s/ Joseph R. Julian
     
Joseph R. Julian
     
Director
       
Date:
September 22, 2010
By:
/s/ Dennis E. Klima
     
Dennis E. Klima
     
Director
       
Date:
September 22, 2010
By:
/s/ Calvert A. Morgan, Jr.
     
Calvert A. Morgan, Jr.
     
Director
       
Date:
September 22, 2010
By:
/s/ Thomas P. Preston
     
Thomas P. Preston
     
Director
       
Date:
September 22, 2010
By:
/s/ Scott E. Reed
     
Scott E. Reed
     
Director
       
Date:
September 22, 2010
By:
/s/ Claibourne D. Smith
     
Claibourne D. Smith
     
Director
       
Date:
September 22, 2010
By:
/s/ Stephen A. Fowle
     
Stephen A. Fowle
     
Executive Vice President and
     
Chief Financial Officer
     
(Principal Financial and Accounting Officer)


 
 
 

INDEX TO EXHIBITS

Exhibit
Description
  
         
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 KPMG LLP
    
         
24
  
Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein
    
         
99.1
  
WSFS Financial Corporation  2005 Incentive Plan, as amended