1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BENEFICIAL MUTUAL BANCORP, INC. ------------------------------- (Exact name of registrant as specified in its charter) UNITED STATES 56-2480744 ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 510 WALNUT STREET, 19TH FLOOR, PHILADELPHIA, PENNSYLVANIA 19106 --------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class it to be registered --------------------------------------- ------------------------------------ COMMON STOCK, PAR VALUE $0.01 PER SHARE THE NASDAQ STOCK MARKET, LLC If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-141289. Securities to be registered pursuant to Section 12(g) of the Act: NONE 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Incorporated by reference to the portion of the Prospectus under the heading: "Description of Beneficial Mutual Bancorp Common Stock," filed on March 14, 2007 as part of the Registrant's Registration Statement on Form S-1, File No. 333-141289, as amended. ITEM 2. EXHIBITS. 1. Copies of all constituent instruments defining the rights of all the holders of each class of such securities, including any contracts or other documents which limit or qualify the rights of such holders. (a) Charter Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, File No. 333-141289, filed on March 14, 2007, as amended. (b) Bylaws Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, File No. 333-141289, filed on March 14, 2007, as amended. (c) Plan of Stock Issuance Incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-1, File No. 333-141289, filed on March 14, 2007, as amended. 2. A copy of the security to be registered hereunder is incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1, File No. 333-141289, filed on March 14, 2007, as amended. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. BENEFICIAL MUTUAL BANCORP, INC. ------------------------------- (Registrant) Date: May 17, 2007 By: /s/ Gerard P. Cuddy ------------------------------------- Gerard P. Cuddy President and Chief Executive Officer