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As filed with the Securities and Exchange Commission on July 20, 2007
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BENEFICIAL MUTUAL BANCORP, INC.
(exact name of registrant as specified in its charter)
UNITED STATES 56-2480744
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(State or other jurisdiction of (IRS EmployerIdentification No.)
incorporation or organization)
510 WALNUT STREET, 19TH FLOOR
PHILADELPHIA, PENNSYLVANIA 19106
(215) 864-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BENEFICIAL MUTUAL SAVINGS BANK 401(K) PLAN
BENEFICIAL INSURANCE SERVICES, LLC 401(K) PLAN
(Full Titles of the Plans)
----------------------------------------------
COPIES TO:
GERARD P. CUDDY GARY R. BRONSTEIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER LORI M. BERESFORD
BENEFICIAL MUTUAL BANCORP, INC. MULDOON MURPHY & AGUGGIA LLP
510 WALNUT STREET, 19TH FLOOR 5101 WISCONSIN AVENUE, N.W.
PHILADELPHIA, PENNSYLVANIA 19106 WASHINGTON, D.C. 20016
(215) 864-6000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
======================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(2) Fee
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Common Stock
$.01 par Value 2,371,384 $9.55 $22,646,718 $696
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Participation
Interests (3) (4)
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(1) The average of the high and low price of the common stock of Beneficial
Mutual Bancorp, Inc. (the "Common Stock") on the Nasdaq Global Select
Market on July 18, 2007, in accordance with Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
(4) The securities of Beneficial Mutual Bancorp, Inc. (the "Company" or the
"Registrant") to be purchased by the Beneficial Mutual Savings Bank
401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
(collectively referred to herein as the "Plan") are included in the
amount shown for Common Stock. Accordingly, pursuant to Rule 457(h)(2),
no separate fee is required for the participation interests. In
accordance with Rule 457(h) under the Securities Act, the registration
fee has been calculated on the basis of the number of shares of Common
Stock that may be purchased with the current assets of the Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462
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BENEFICIAL MUTUAL BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Beneficial Mutual
Savings Bank 401(k) Plan and the Beneficial Insurance Services, LLC 401(k) Plan
(collectively referred to herein as the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Beneficial Mutual
Bancorp, Inc. (the "Registrant" or the "Company") with the SEC are incorporated
by reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-141289 pursuant to Rule 424(b)(3) on May 18, 2007, which includes (i) the
financial statements of Beneficial Mutual Bancorp, Inc. and Subsidiaries as of
December 31, 2006 and 2005, and the related statements of income, changes in
retained earnings and cash flows for each of the years in the 3-year period
ended December 31, 2006; together with the related notes and report of Deloitte
& Touche LLP, independent registered public accounting firm.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2007 and filed with the SEC on June 28, 2007 (File No.
001-33476).
(c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12B (File No. 001-33476), as filed with the SEC pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 17, 2007.
(d) The Registrant's current report on Form 8-K filed with the SEC on
July 18, 2007 (File No. 001-33476).
(e) The Form 11-Ks for the plan year ended December 31, 2005 filed with
the SEC on July 20, 2007.
(f) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) after the date hereof and prior to the filing
of a post-effective amendment 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 INCORPORATED OR 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.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors, officers and employees of the Registrant may be entitled to
benefit from the indemnification provisions contained in the Registrant's
Bylaws. Article XII of the Registrant's Bylaws provides for the following:
ARTICLE XII
SECTION 1. INDEMNIFICATION. The Company shall indemnify its directors,
officers and employees to the fullest extent authorized by applicable law and
regulations as the same exist or may hereafter be amended.
SECTION 2. PAYMENT OF EXPENSES. If a majority of the directors of the
Company concludes that, in connection with an action, any person ultimately may
become entitled to indemnification as authorized in Section 1 of this Article,
the directors shall authorize payment of reasonable costs and expenses,
including reasonable attorney's fees, arising from defense or settlement of such
action. This obligation shall, however, not prevent the directors of the Company
from imposing such conditions on a payment of expenses as they deem warranted
and in the best interest of the Company. Before making an advance under this
section of these bylaws, the Company shall obtain an agreement that the Company
will be repaid if the person on whose behalf payment is made is later determined
not to be entitled to such indemnification.
SECTION 3. INSURANCE. The Company shall have the power to purchase and
maintain insurance to protect it and any person who is or was a member of the
board of directors, officer or employee of the Company from potential losses
arising from claims against any of them for alleged wrongful acts, or wrongful
acts, committed in their capacity as a director, officer or employee of the
Company. However, the Company may not obtain insurance which provides for
payment of losses of any person incurred as a consequence of his or her willful
or criminal misconduct.
In addition, generally, federal law provides indemnity coverage for:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the association, for:
(i) Any amount for which that 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 he
or she attains a favorable judgment in such
enforcement action.
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(b) Indemnification shall be made to such person only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement;
b. Final judgment against him or her; or
c. Final judgment 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 interests of
the savings association or its members.
However, no indemnification shall be made unless the association gives the
Office of Thrift Supervision at least 60 days' notice of its intention to make
such indemnification. No such indemnification shall be made if the Office of
Thrift Supervision 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 or as to which the period for
appeal has expired with no appeal taken.
(iv) "Settlement" includes the entry of a judgment by
consent or confession or a plea of guilty or of NOLO
CONTENDERE.
The Company also maintains directors and officers insurance to insure
its directors and officers and the directors and officers of its subsidiaries
against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
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List of Exhibits (filed herewith unless otherwise noted):
10(a) Beneficial Mutual Savings Bank 401(k) Plan(1)
10(b) Beneficial Insurance Services, LLC 401(k) Plan(2)
23 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference to the Registrant's Form S-1/A
Registration Statement - Exhibit 10.3(a) filed with the SEC on
April 30, 2007.
(2) Incorporated herein by reference to the Registrant's Form S-1/A
Registration Statement - Exhibit 10.3(b) filed with the SEC on
April 30, 2007.
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 of 1933;
(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 the 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 Securities and Exchange
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 paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
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(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.
(c)-(g) Not applicable.
(h) 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 SEC, such indemnification
is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such 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 of whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of
such issue.
The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Beneficial
Mutual Bancorp, Inc. 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 Philadelphia, Commonwealth of Pennsylvania on
July 20, 2007.
BENEFICIAL MUTUAL BANCORP, INC.
By: /s/ Gerard P. Cuddy
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Gerard P. Cuddy
President and Chief Executive Officer
(duly authorized representative)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Gerard P. Cuddy, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully, and to all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute, may
lawfully do or cause to be done by virtue hereof.
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.
Name Title Date
---- ----- ----
/s/ Gerard P. Cuddy President and Chief Executive Officer July 20, 2007
--------------------------- (principal executive officer)
Gerard P. Cuddy
/s/ Joseph F. Conners Chief Financial Officer July 20, 2007
--------------------------- (principal accounting and
Joseph F. Conners financial officer)
/s/ R. Joseph Barnes, Jr. Director July 20, 2007
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R. Joseph Barnes, Jr.
/s/ Edward G. Boehne Director July 20, 2007
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Edward G. Boehne
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/s/ Frank A. Farnesi Director July 20, 2007
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Frank A. Farnesi
/s/ Elizabeth H. Gemmill Director July 20, 2007
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Elizabeth H. Gemmill
Director
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Thomas F. Hayes
/s/ Paul M. Henkels Director July 20, 2007
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Paul M. Henkels
Director
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William J. Henrich, Jr.
/s/ Charles Kahn, Jr. Director July 20, 2007
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Charles Kahn, Jr.
/s/ Thomas J. Lewis Director July 20, 2007
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Thomas J. Lewis
Director
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Joseph J. McLaughlin
/s/ Michael J. Morris Director July 20, 2007
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Michael J. Morris
Director
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George W. Nise
/s/ Donald F. O'Neill Director July 20, 2007
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Donald F. O'Neill
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Mutual Savings Bank
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.
BENEFICIAL MUTUAL SAVINGS BANK
401(K) PLAN
By: /s/ Joseph M. Vetter
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Joseph M. Vetter
Plan Administrator
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Beneficial Insurance Services, LLC
401(k) Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on July 20, 2007.
BENEFICIAL INSURANCE SERVICES, LLC
401(K) PLAN
By: /s/ Joseph F. Robinson
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Joseph F. Robinson
Plan Administrator
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit No. Description Method of Filing Page Location
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10.3(a) Beneficial Mutual Savings Bank Incorporated herein by reference to the
401(k) Plan Registrant's Form S-1/A Registration
Statement - Exhibit 10.3(a) filed
with the SEC on April 30, 2007.
10.3(b) Beneficial Insurance Services, LLC Incorporated herein by reference to the
401(k) Plan Registrant's Form S-1/A Registration
Statement - Exhbit 10.3(b) filed
with the SEC on April 30, 2007.
23 Deloitte & Touche LLP Filed herewith.
24 Power of Attorney Located on the signature page.