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As filed with the Securities and Exchange Commission on July 3, 2008
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
------------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification 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 BANCORP, INC. 2008 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
----------------------
COPIES TO:
GERARD P. CUDDY GARY R. BRONSTEIN, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER LORI M. BERESFORD, ESQUIRE
BENEFICIAL MUTUAL BANCORP, INC. KILPATRICK STOCKTON LLP
510 WALNUT STREET, 19TH FLOOR 607 14TH STREET, N.W., SUITE 900
PHILADELPHIA, PENNSYLVANIA 19106 WASHINGTON, D.C. 20005
(215) 864-6000 (202) 508-5800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer |X|
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
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Title of Proposed Maximum Proposed Maximum
Securities to be Amount Offering Price Per Aggregate Offering Amount of
Registered to be Registered (1) Share Price Registration Fee
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Common Stock
$0.01 par value 5,643,351 (2) $11.07(3) $62,471,896 $2,456
===================================================================================================================
(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 Beneficial Mutual Bancorp, Inc. 2008 Equity Incentive Plan (the "Plan")
as the result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Beneficial Mutual Bancorp, Inc. (the "Common
Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of Beneficial Mutual Bancorp, Inc.
common stock under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
closing price of the Common Stock as reported on June 30, 2008 in
accordance with 17 C.F.R. ss.230.457(c).
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 document containing the information for the Beneficial Mutual
Bancorp, Inc. 2008 Equity Incentive Plan (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). Said document 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. Said document 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 "Corporation") with the SEC are
incorporated by reference in this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2007, which includes the consolidated statements of condition
as of December 31, 2007 and 2006 and the related consolidated statements of
operation, changes in stockholders' equity and cash flows for the Registrant and
its subsidiaries for each of the years in the three-year period ending December
31, 2007, filed with the SEC on March 31, 2008 (File No. 001-33476).
(b) The Corporation's Quarterly Report on Form 10-Q for the calendar
quarter ending March 31, 2008, filed with the SEC on May 15, 2008 (File No.
001-33476).
(c) The Corporation's Current Reports on Form 8-K (in each case other
than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K) filed
with the SEC on May 23, 2008, April 22, 2008, April 16, 2008 and April 1, 2008
(File No. 001-33476), respectively.
(d) The description of the Registrant's common stock contained in the
Registrant's Form 8-A 12B (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.
(e) All documents filed by the Registrant, pursuant to Sections 13(a)
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which deregisters all securities then remaining unsold
(in each case other than those portions furnished under Items 2.02. 7.01 and
9.01 of Form 8-K).
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
The validity of the Common Stock offered hereby has been passed upon
for the Registrant by the firm of Kilpatrick Stockton LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Beneficial Mutual Bancorp, Inc. (the "Subsidiary Holding Company")
shall indemnify its directors, officers and employees in accordance with the
following provision from its Bylaws:
ARTICLE XII
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
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).
List of Exhibits (filed herewith unless otherwise noted):
5.0 Opinion of Kilpatrick Stockton LLP as to the legality of the
common stock to be issued
10.1 Beneficial Mutual Bancorp, Inc. 2008 Equity Incentive Plan(1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Performance Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Kilpatrick Stockton LLP
(contained in the Opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.0 Power of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference to Appendix A in the definitive proxy
statement filed with the SEC on April 16, 2008 (File No. 001-33476).
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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 unless the information or prospectus required by (i)
and (ii) is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference into 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;
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.
(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;
(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; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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.
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.
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SIGNATURES
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 3, 2008.
BENEFICIAL MUTUAL BANCORP, INC.
By: /s/ Gerard P. Cuddy
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Gerard P. Cuddy
President, Chief Executive Officer and
Director
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Gerard P. Cuddy and Joseph F. Conners, as the
true and lawful attorneys-in-fact and agents, 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, Chief Executive Officer July 3, 2008
--------------------------- and Director
Gerard P. Cuddy (principal executive officer)
/s/ Joseph F. Conners Executive Vice President and July 3, 2008
--------------------------- Chief Financial Officer
Joseph F. Conners (principal financial and
accounting officer)
/s/ Edward G. Boehne Director July 3, 2008
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Edward G. Boehne
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/s/ Frank A. Farnesi Director July 3, 2008
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Frank A. Farnesi
/s/ Elizabeth H. Gemmill Director July 3, 2008
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Elizabeth H. Gemmill
/s/ Thomas F. Hayes Director July 3, 2008
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Thomas F. Hayes
Director
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Charles Kahn, Jr.
/s/ Thomas J. Lewis Director July 3, 2008
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Thomas J. Lewis
/s/ Joseph J. McLaughlin Director July 3, 2008
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Joseph J. McLaughlin
/s/ Michael J. Morris Director July 3, 2008
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Michael J. Morris
/s/ George W. Nise Director July 3, 2008
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George W. Nise
Director
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Donald F. O'Neill
/s/ Craig W. Yates Director July 3, 2008
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Craig W. Yates
Director
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Roy D. Yates