-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNhKMN3OBXO624o+5DEtRpWVIuptiITfpdChmSsXlLSB6GmVX/i6S2mU/s1mi5TV xD/eTPkglYXcA/VvYpv++w== 0000946275-03-000231.txt : 20030401 0000946275-03-000231.hdr.sgml : 20030401 20030401170308 ACCESSION NUMBER: 0000946275-03-000231 CONFORMED SUBMISSION TYPE: 8-K12G3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 20030401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EUREKA FINANCIAL CORP CENTRAL INDEX KEY: 0001224549 IRS NUMBER: 753098403 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K12G3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50234 FILM NUMBER: 03634888 BUSINESS ADDRESS: STREET 1: 5455 FORBES AVENUE AT MCKEE PLACE CITY: PITTSBURGH STATE: PA ZIP: 15213 BUSINESS PHONE: 4126818400 MAIL ADDRESS: STREET 1: 9455 FORBES AVE OAT MCKEE PLACE CITY: PITTSBURGH STATE: PA ZIP: 15213 8-K12G3 1 f8k-033103_0244.txt FORM8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K12G3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 31, 2003 Eureka Financial Corp. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) United States Requested Upon Filing 75-3098403 - ---------------------------- ---------------------- ---------------------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) Identification Number) 3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania 15213 - ----------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (412) 681-8400 -------------- Not Applicable ------------------------------------------------------------------------------- (Former name or former address, if changed since last Report) EUREKA FINANCIAL CORP. INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 2. ACQUISITION OR DISPOSITION OF ASSETS - ------- ------------------------------------ On March 31, 2003, Eureka Bank, a federally chartered savings bank ("Bank"), completed its stock holding company reorganization, whereby the Bank became the wholly owned subsidiary of Eureka Financial Corp., a federally chartered stock holding company ("Eureka"). Eureka is majority owned by Eureka Bancorp, MHC, a federal mutual holding company. Pursuant to an Agreement and Plan of Reorganization dated September 16, 2002, each share of bank common stock, by operation of law, became one share of common stock of Eureka. Illinois Stock Transfer company is Eureka's transfer agent. The common stock of the Company has been registered with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and its common stock succeeded the Bank's common stock on the OTC Bulletin Board and trades under the symbol "EKFC." The common stock of the Company is deemed registered by succession under Rule 12g-3(a) of the Exchange Act. The Bank previously filed Exchange Act reports with the Office of Thrift Supervision, Business Transactions Division, 1700 G Street, N.W. Washington, D.C. 20052. A copy of the press release issued April 1, 2003 by the Registrant is attached hereto as Exhibit 99 and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------- (a) Financial Statements The Financial Statements of the Business Acquired will be filed by amendment on or before May 1, 2003. (c) Exhibits 2.0 Agreement and Plan of Reorganization 3.1 Federal Stock Charter 3.2 Bylaws 4.0 Form of Stock Certificate 99 Press Release dated April 1, 2003. ---------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Eureka Financial Corp. Date: April 1, 2003 By: /s/Edward F. Seserko ------------------------------------- Edward F. Seserko President and Chief Executive Officer (Duly Authorized Officer) EX-2 3 ex2-0_0244.txt EXHIBIT-2 EUREKA BANK AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 16, 2002, by and among EUREKA BANK, a federally chartered stock savings bank (the "Bank"); EUREKA FINANCIAL CORP., a to-be-formed federal corporation (the "Holding Company"); and EUREKA INTERIM SAVINGS BANK, a to-be-formed interim stock savings institution ("Interim"). The parties hereto desire to enter into an Agreement and Plan of Reorganization whereby the corporate structure of the Bank will be reorganized into the stock holding company form of ownership (the "Reorganization"). The result of the Reorganization will be that, immediately after the Effective Date (as defined herein), all of the issued and outstanding shares of Common Stock of the Bank will be held by the Holding Company and the holders of the issued and outstanding shares of Common Stock of the Bank (i.e., the mutual holding company, Eureka Bancorp, MHC, and the minority public stockholders) will become the holders of the issued and outstanding shares of Common Stock of the Holding Company. The Reorganization of the Bank will be accomplished by the following steps: (1) the formation by the Bank of the Holding Company as a wholly-owned subsidiary of the Bank, incorporated under the laws of the United States for the primary purpose of becoming the sole stockholder of a newly-formed interim stock savings institution, and subsequently becoming the sole stockholder of the Common Stock of the Bank, which formation will include the issuance of up to 100,000 shares of the Holding Company Common Stock to the Bank for a price of $10.00 per share ($1,000,000) for the purpose of initially capitalizing the Holding Company; (2) the formation of an interim federally chartered savings institution, "Interim," which will be wholly-owned by the Holding Company; and (3) the merger of Interim into the Bank (the "Merger"), with the Bank as the surviving entity. Pursuant to such Merger: (i) all of the issued and outstanding shares of Common Stock of the Holding Company held by the Bank will be canceled; (ii) each issued and outstanding share of Common Stock of the Bank will automatically be converted by operation of law into one share of Common Stock of the Holding Company; (iii) all of the issued and outstanding shares of Common Stock of Interim will automatically be converted by operation of law into an equal number of issued and outstanding shares of Common Stock of the Bank, which will be all of the issued and outstanding stock of the Bank. NOW, THEREFORE, in order to consummate this Agreement and Plan of Reorganization (the "Agreement"), and in consideration of the mutual covenants herein set forth, the parties agree as follows: ARTICLE I MERGER OF INTERIM INTO THE BANK AND RELATED MATTERS 1.1 On the Effective Date, Interim will be merged with and into the Bank and the separate existence of Interim shall cease, and all assets and property (real, personal and mixed, tangible and intangible, chooses in action, rights and credits) then owned by Interim, or which would inure to it, shall immediately and automatically, by operation of law and without any conveyance, transfer, 1 or further action, become the property of the Bank. The Bank shall be deemed to be a continuation of Interim, and the Bank shall succeed to the rights and obligations of Interim. 1.2 Following the Merger, the existence of the Bank shall continue unaffected and unimpaired by the Merger, with all the rights, privileges, immunities and powers, and subject to all of the duties and liabilities, of a corporation organized under the laws of the United States. The Charter and Bylaws of the Bank, as presently in effect, shall continue in full force and effect and shall not be changed in any manner whatsoever by the Merger. 1.3 From and after the Effective Date, and subject to the actions of the Board of Directors of the Bank, the business presently conducted by the Bank (whether directly or through its subsidiaries) will continue to be conducted by it, as a wholly-owned subsidiary of the Holding Company, and the present directors and officers of the Bank will continue in their present positions. The home office and branch offices of the Bank in existence immediately prior to the Effective Date shall continue to be the home office and branch offices of the Bank from and after the Effective Date. 1.4 The Reorganization will have no effect on the corporate structure of the Mutual Holding Company, Eureka Bancorp, MHC, which will continue to operate under its current charter and bylaws, and the present directors and officers of the Mutual Holding Company will continue in their present positions. ARTICLE II CONVERSION OF STOCK 2.1 The terms and conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the Common Stock of the parties to this Agreement shall be as follows: A. On the Effective Date, all shares of Common Stock of the Holding Company held by the Bank shall be canceled and shall no longer be deemed to be issued or outstanding for any purpose. B. On the Effective Date, shares of Common Stock, $.10 par value, of the Bank ("Bank Common Stock') issued and outstanding immediately prior to the Effective Date shall automatically by operation of law be converted into and shall become one share of Common Stock, $.10 par value, of the Holding Company ("Holding Company Common Stock") with the rights, privileges, preferences and voting power incident to each share of Bank Common Stock prior to such Effective Date. Each person who, but for the provisions of this Section 2.1B., would be entitled to a fractional share interest in the Holding Company Common Stock as a result of the Reorganization, upon surrender of certificates theretofore representing shares of Holding Company Common Stock, shall receive in lieu thereof an amount in cash equal to such fraction multiplied by the average of the bid and ask price of the Bank Common Stock on the last full trading day of the Bank Common Stock prior to the Effective Date. Each share of Common Stock of Interim issued and outstanding immediately prior to the Effective Date shall, on the Effective Date, automatically by operation of law be converted into and become one share of Common Stock, $.10 par value, of the Bank and shall not be further converted into shares of the 2 Holding Company Common Stock, so that from and after the Effective Date, all of the issued and outstanding shares of Common Stock of the Bank shall be held by the Holding Company. C. As soon as practicable after the Effective Date, the certificates representing the outstanding Bank Common Stock may be surrendered to the Bank or the designated agent of the Bank ("Exchange Agent") and, upon such surrender, the Exchange Agent shall issue and deliver in substitution therefore, cash and certificates representing the number of shares of Holding Company Common Stock into which such surrendered shares have been converted as hereinbefore provided, and cash in lieu of fractional shares (without interest). Certificates representing Bank Common Stock which are not surrendered shall be deemed for all purposes to evidence the ownership of the number of shares of Holding Company Common Stock into which said shares of the Bank shall have been converted as hereinbefore set forth and the right to receive cash in the amount determined pursuant to Section 2.1B. D. All shares of Holding Company Common Stock into which shares of Bank Common Stock shall have been converted pursuant to this Article shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted shares. E. On the Effective Date, the holders of certificates formerly representing Bank Common Stock outstanding on the Effective Date shall cease to have any rights with respect to Bank Common Stock, and their sole rights shall be with respect to the Holding Company Common Stock into which their shares of Bank Common Stock shall have been converted by the Merger. F. On the Effective Date, each option to purchase shares of Bank Common Stock under the Bank's Stock Option Plan, or shares of restricted stock outstanding under the Bank's Restrictive Stock Plan, outstanding at that time will be converted into an identical award, with identical price, terms and conditions, to purchase or receive an identical number of shares of Holding Company Common Stock in lieu of shares of Bank Common Stock, and further, the Bank's Stock Option Plan shall become the Holding Company's Stock Option Plan. ARTICLE III CONDITIONS 3.1 The obligations of the Bank, the Holding Company and Interim to effect the Merger and otherwise consummate the transactions which are the subject matter hereof shall be subject to satisfaction of the following conditions: A. To the extent required by applicable law, rules, and regulations, the holders of the outstanding shares of Bank Common Stock shall, at a meeting of the stockholders of the Bank duly called, have approved this Agreement by the affirmative vote of two-thirds of the outstanding shares of Bank Common Stock. 3 B. The shares of Holding Company Common Stock to be issued to the Bank stockholders pursuant to the Merger shall have been, if required by law, duly registered pursuant to the Securities Act of 1933, as amended, and the Bank shall have complied with all applicable state securities or "blue sky" laws relating to the issuance of the Holding Company Common Stock. C. Any and all approvals from the Office of Thrift Supervision (the "OTS"), the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and any other governmental agency having jurisdiction necessary for the lawful consummation of the Merger and the issuance and delivery of the Holding Company Common Stock as contemplated by this Agreement shall have been obtained. D. The Bank shall have received either (i) a ruling from the Internal Revenue Service or (ii) an opinion from its legal counsel, to the effect that the Reorganization will be treated as a non-taxable transaction under applicable provisions of the Internal Revenue Code and that no gain or loss will be recognized by the stockholders of the Bank upon the exchange of Bank Stock held by them for Holding Company Stock. E. The number of shares of Bank Common Stock held by persons who have indicated their intent to exercise, or have perfected, dissenters' rights of appraisal pursuant to Section 552.14 of the OTS Rules and Regulations, as amended, shall not have made consummation of the reorganization inadvisable in the opinion of the Boards of Directors of the Bank, Interim or the Holding Company. ARTICLE IV EFFECTIVE DATE OF MERGER Upon satisfaction or waiver (in accordance with the provisions of this Agreement) of each of the conditions set forth herein, the parties hereto shall execute and cause to be filed Articles of Combination, and/or such certificates or further documents as shall be required by the OTS, the Office of the Secretary of the OTS, and with such other federal or state regulatory agencies as may be required. Upon approval by the OTS, and endorsement of such certificates, the Merger and other transactions contemplated by this Agreement shall become effective. The Effective Date for all purposes hereunder shall be the date of such endorsement. ARTICLE V AMENDMENT AND TERMINATION 5.1 The Bank, the Holding Company and Interim, by mutual consent of their respective Boards of Directors or Incorporators, as the case may be, to the extent permitted by law, may amend, modify, supplement and interpret this Agreement in such manner as may be mutually agreed upon by them at any time before or after the approval and adoption thereof by the stockholders of the Bank; provided, however, that no such amendment, modification, supplement or interpretation shall have a materially adverse impact on the Bank or its stockholders except with the approval of the stockholders of the Bank. 4 5.2 This Agreement may be terminated at the election of any of the parties hereto if any one or more of the conditions to the obligations of any of them hereunder shall have been satisfied and become incapable of fulfillment and shall have not been waived. This Agreement may also be terminated at any time prior to the Effective Date by the mutual consent of the respective Boards of Directors of the parties. 5.3 In the event of the termination of this Agreement pursuant to any of the foregoing provisions, no party shall have any further liability or obligation of any nature to any other party under this Agreement. ARTICLE VI MISCELLANEOUS 6.1 Any of the terms or conditions of this Agreement (other than the necessary approvals of stockholders and government authorities) may be waived at any time by any party hereto which is entitled to the benefit thereof, by action taken by its Board of Directors; provided, however, that such action shall be taken only if, in the judgment of the Board of Directors taking the action, such waiver will not have a materially adverse effect on the benefits intended under this Agreement to be afforded to the stockholders of the Bank. 6.2 This Agreement embodies the entire agreement among the parties and there have been and are no agreements, representations or warranties among the parties other than those set forth or provided for herein. 6.3 Any number of counterparts hereof may be executed and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 6.4 Any notice or waiver to be given to any party shall be in writing and shall be deemed to have been duly given if delivered, mailed, or sent by prepaid telegram, addressed to such party at 3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania 15213. 6.5 The captions contained in this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any paragraph hereof. 6.6 The Bank will pay all fees and expenses incurred in connection with the transactions contemplated by this Agreement. After the Reorganization, the Holding Company will incur certain expenses that arise from its creation for the purpose of serving as, and continued existence as, the holding company of the Bank, such as the costs associated with the filing of reports with the OTS, holding of directors and stockholders meetings and maintaining relations with and providing reports to stockholders. The Bank agrees that it will reimburse the Holding Company for such ordinary and usual expenses when and as payable by the Holding Company. 5 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement and Plan of Reorganization as of the date first above written. EUREKA BANK BY: /s/ Edward F. Seserko ------------------------------------------- Edward F. Seserko, President and Chief Executive Officer ATTEST: /s/ Barbara A. Rota ------------------------------------------- Barbara A. Rota, Secretary EUREKA FINANCIAL CORP. (In Formation) BY: /s/ Edward F. Seserko ------------------------------------------- Edward F. Seserko, President and Chief Executive Officer ATTEST: /s/ Barbara A. Rota ------------------------------------------- Barbara A. Rota, Secretary EUREKA INTERIM SAVINGS BANK (In formation) BY: /s/ Edward F. Seserko ------------------------------------------- Edward F. Seserko, President and Chief Executive Officer ATTEST: /s/ Barbara A. Rota ------------------------------------------- Barbara A. Rota, Secretary 6 EX-3.(I) 4 ex3-1_0244.txt EXHIBIT3-1 EUREKA FINANCIAL CORP. Federal MHC Subsidiary Holding Company Charter Section 1. Corporate title. The full corporate title of the MHC subsidiary holding company is Eureka Financial Corp. (the "MHC subsidiary holding company"). Section 2. Domicile. The domicile of the MHC subsidiary holding company shall be in Pittsburgh, Pennsylvania. Section 3. Duration. The duration of the MHC subsidiary holding company is perpetual. Section 4. Purpose and powers. The purpose of the MHC subsidiary holding company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision ("Office"). Section 5. Capital stock. The total number of shares of all classes of capital stock that the MHC subsidiary holding company has the authority to issue is 15,000,000, of which 10,000,000 shall be common stock of par value of $0.10 per share and of which 5,000,000 shall be preferred stock of par value of $0.10 per share. The shares may be issued from time to time as authorized by the board of directors without further approval of stockholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the MHC subsidiary holding company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted), labor, or services actually performed for the MHC subsidiary holding company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the MHC subsidiary holding company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the MHC subsidiary holding company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance. Except for shares issued in the initial organization of MHC subsidiary holding company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons (except for shares issued to Eureka Bancorp, MHC, the parent mutual holding company of the MHC subsidiary holding company) of the MHC subsidiary holding company other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting. Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share: Provided, that this restriction on voting separately by class or series shall not apply: - 1 - (i) To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; (ii) To any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the MHC subsidiary holding company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the MHC subsidiary holding company if the preferred stock is exchanged for securities of such other corporation: Provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the Office or the Federal Deposit Insurance Corporation; (iii) To any amendment which would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment which increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving entity in a merger or consolidation for the MHC subsidiary holding company, shall not be considered to be such an adverse change. A description of the different classes and series (if any) of the MHC subsidiary holding company's capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows: A. Common stock. Except as provided in this Section 5 (or in any supplementary sections thereto), the holders of common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder and there shall be no right to cumulate votes in an election of directors. Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends. In the event of any liquidation, dissolution, or winding up of the MHC subsidiary holding company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the MHC subsidiary holding company available for distribution remaining after: (i) payment or provision for payment of the MHC subsidiary holding company's debts and liabilities; (ii) distributions or provision for distributions in settlement of any liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the MHC subsidiary holding company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock. - 2 - B. Preferred stock. The MHC subsidiary holding company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series: (a) The distinctive serial designation and the number of shares constituting such series; (b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends; (c) The voting powers, full or limited, if any, of shares of such series; (d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed; (e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the MHC subsidiary holding company; (f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund; (g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the MHC subsidiary holding company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; (h) The price or other consideration for which the shares of such series shall be issued; and (i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series. The board of directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established. Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the board of directors, the MHC subsidiary holding company shall file with the Secretary of the Office a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof. - 3 - Section 6. Preemptive rights. Holders of the capital stock of the MHC subsidiary holding company shall not be entitled to preemptive rights with respect to any shares of the MHC subsidiary holding company which may be issued. Section 7. Directors. The MHC subsidiary holding company shall be under the direction of a board of directors. The authorized number of directors, as stated in the MHC subsidiary holding company's bylaws, shall not be fewer than five nor more than fifteen except when a greater or lesser number is approved by the Director of the Office, or his or her delegate. Section 8. Certain provisions applicable for five years. Not withstanding anything contained in the MHC subsidiary holding company's charter or bylaws to the contrary, for a period of five years, the following provisions shall apply: A. Beneficial ownership limitation. No person, other than Eureka Bancorp, MHC, the parent mutual holding company of the MHC subsidiary holding company, shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the MHC subsidiary holding company. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering, the purchase of shares by a tax-qualified employee stock benefit plan which is exempt from the approval requirements under Section 574.3(c)(1)(vi) of the Office's regulations, or any benefit plan approved by a majority of the board of directors. In the event shares are acquired in violation of this Section 8, all shares beneficially owned by any person in excess of 10% shall be considered "excess shares" and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote. For purposes of this Section 8, the following definitions apply: (1) The term "person" includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the MHC subsidiary holding company. (2) The term "offer" includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value. (3) The term "acquire" includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. (4) The term "acting in concert" means (a) knowing participation in a joint activity or conscious parallel action toward a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise. B. Call for special meeting. Special meetings of stockholders relating to changes in control of the MHC subsidiary holding company or amendments to its charter shall be called only upon direction of the board of directors. - 4 - Section 9. Amendment of charter. Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is proposed by the board of directors of the MHC subsidiary holding company, approved by the stockholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the Office. - 5 - EX-3.(II) 5 ex3-2_0244.txt EXHIBIT3-2 EUREKA FINANCIAL CORP. Federal MHC Subsidiary Holding Company Bylaws ARTICLE I - HOME OFFICE The home office of Eureka Financial Corp. (the "Subsidiary Holding Company") shall be at 3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania. ARTICLE II - SHAREHOLDERS Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding Company or at such other convenient place as the board of directors may determine. Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary Holding Company's fiscal year at such date and time within such 150-day period as the board of directors may determine. Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (the "Office"), may be called at any time by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding Company addressed to the chairman of the board, the president, or the secretary. Section 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with the most current edition of Robert's Rules of Order unless otherwise prescribed by regulations of the Office or these bylaws or the board of directors adopts another written procedure for the conduct of meetings. The board of directors shall designate, when present, either the chairman of the board or president to preside at such meetings. Section 5. Notice of Meetings. Written notice stating the place, day, and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Subsidiary Holding Company as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders' meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken. - 1 - Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 20 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment. Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Subsidiary Holding Company shall make a complete list of the shareholders of record entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Subsidiary Holding Company and shall be subject to inspection by any shareholder of record or the shareholder's agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder's agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in ss. 552.6(d) of the Office's regulations as now or hereafter in effect. Section 8. Quorum. A majority of the outstanding shares of the Subsidiary Holding Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter. Directors, however, are elected by a plurality of the votes cast at an election of directors. Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest. Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Subsidiary Holding - 2 - Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding Company, any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree. Section 11. Voting of Shares of Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her, without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Subsidiary Holding Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither treasury shares of its own stock held by the Subsidiary Holding Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Subsidiary Holding Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting or at the meeting by the chairman of the board or the president. Unless otherwise prescribed by regulations of the Office, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders. - 3 - Section 13. Nominating Committee. The board of directors shall act as a nominating committee for selecting the management nominees for election as directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the Secretary of the Subsidiary Holding Company at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon. Section 14. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Subsidiary Holding Company at least five days before the date of the annual meeting, and all business so stated, proposed and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided. Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter. ARTICLE III - BOARD OF DIRECTORS Section 1. General Powers. The business and affairs of the Subsidiary Holding Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board and a president from among its members and shall designate, when present, either the chairman of the board or the president to preside at its meetings. Section 2. Number and Term. The board of directors shall consist of six members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually. Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other - 4 - notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes. Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place, within the Subsidiary Holding Company's normal lending territory, as the place for holding any special meeting of the board of directors called by such persons. Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes. Section 5. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Subsidiary Holding Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice of waiver of notice of such meeting. Section 6. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III. Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the Office or by these bylaws. Section 8. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Section 9. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Subsidiary Holding Company addressed to the chairman of the board or the president. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board or the president. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors. - 5 - Section 10. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders. Section 11. Compensation. Directors, as such, may receive a stated salary for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine. Section 12. Presumption of Assent. A director of the Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Subsidiary Holding Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action. Section 13. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole. ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES Section 1. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation. Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Subsidiary Holding Company, or recommending to the stockholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Subsidiary - 6 - Holding Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest. Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee. Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting. Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee. Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors. Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the presiding officer or secretary of the Subsidiary Holding Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective. Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred. Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution, and procedures thereof. - 7 - ARTICLE V - OFFICERS Section 1. Positions. The officers of the Subsidiary Holding Company shall be a president, one or more vice presidents, a secretary, and a chief financial/accounting officer, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and chief financial/accounting officer may be held by the same person and a vice president may also be either the secretary or the chief financial/accounting officer. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Subsidiary Holding Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices. Section 2. Election and Term of Office. The officers of the Subsidiary Holding Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer's death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Subsidiary Holding Company to enter into an employment contract with any officer in accordance with regulations of the Office, but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V. Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Subsidiary Holding Company will be served thereby, by such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term. Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors. ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts. To the extent permitted by regulations of the Office, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Subsidiary Holding Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances. - 8 - Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Subsidiary Holding Company shall be signed by one or more officers, employees, or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined by the board of directors. Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwise employed shall be deposited from time to time to the credit of the Subsidiary Holding Company in any duly authorized depositories as the board of directors may select. ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Subsidiary Holding Company shall be in such form as shall be determined by the board of directors and approved by the Office. Such certificates shall be signed by the chief executive officer or by any other officer of the Subsidiary Holding Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Subsidiary Holding Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Subsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and canceled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors may prescribe. Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his attorney authorized by a duly executed power of attorney and filed with the Subsidiary Holding Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes. ARTICLE VIII - FISCAL YEAR; ANNUAL AUDIT The fiscal year of the Subsidiary Holding Company shall end on the 30th day of September of each year. The appointment of accountants shall be subject to annual ratification by the shareholders. ARTICLE IX - DIVIDENDS Subject to the terms of the Subsidiary Holding Company's charter and the regulations and orders of the Office, the board of directors may, from time to time, declare, and the Subsidiary Holding Company may pay, dividends on its outstanding shares of capital stock. - 9 - ARTICLE X - CORPORATE SEAL The board of directors shall provide a Subsidiary Holding Company seal which shall be two concentric circles between which shall be the name of the Subsidiary Holding Company. The year of incorporation or an emblem may appear in the center. ARTICLE XI - AGE LIMITATIONS No person 75 years of age shall be eligible for election, reelection, appointment, or reappointment to the board of the Savings Bank. No director shall serve as such beyond the annual meeting of the Savings Bank immediately following the director becoming 75, except that a director serving on the date these bylaws are adopted may complete the term as director. This age limitation does not apply to an advisory director. This provision does not apply to any person who was a director on or before January 6, 1999. ARTICLE XII - INDEMNIFICATION Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he is or was a director, officer or employee of the Subsidiary Holding Company or is or was serving at the request of the Company as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Subsidiary Holding Company to the fullest extent authorized by the Regulations of the Office, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith. The right to indemnification conferred herein shall include the right to be paid by the Subsidiary Holding Company the expenses incurred in defending any such proceeding in advance of its final disposition, to the fullest extent authorized by the Regulations of the Office. The rights to indemnification and to the advancement of expenses conferred herein shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or employee and shall inure to the benefit of the indemnitee's heirs, executors and administrators. ARTICLE XIII - LIMITATION OF LIABILITY A director of the Subsidiary Holding Company shall not be personally liable, as such, for monetary damages for any action taken unless: (i) the director has breached or failed to perform such director's fiduciary duties, or other duties under Chapter 17, Subchapter B of the Pennsylvania Business Corporation Law, of such director's office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the foregoing shall not apply to limit (i) the responsibility or liability of a director pursuant to any criminal statute; or (ii) the liability of a director for the payment of taxes pursuant to federal, state, or local law. If the Pennsylvania Business Corporation - 10 - Law is amended after the effective date of these Bylaws to limit further the personal liability of directors, then the liability of a director of the Subsidiary Holding Company shall be limited to the fullest extent permitted by such law, as amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Subsidiary Holding Company shall not adversely affect any right or protection of a director of the Subsidiary Holding Company existing at the time of such repeal or modification. ARTICLE IXV - AMENDMENTS These bylaws may be amended in a manner consistent with regulations of the Office and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Subsidiary Holding Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws. - 11 - EX-4 6 ex4-0_0244.txt EXHIBIT-4 ================================================================================ COMMON STOCK SHARES ------------- EUREKA FINANCIAL CORP. NUMBER ------- COMMON STOCK INCORPORATED UNDER THE LAWS OF THE UNITED STATES OF AMERICA CUSIP 298542 10 1 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT ---------------------------------------------------------------- IS THE OWNER OF ---------------------------------------------------------------- FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.10 PAR VALUE PER SHARE, OF EUREKA FINANCIAL CORP. The shares evidenced by this certificate are transferable only on the stock transfer books of the Company by the holder of record hereof in person or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented thereby are issued and shall be held subject to all of the provisions contained in the Company's Charter and Bylaws (copies of which are on file with the Company), to all of which the holder, by acceptance hereof, assents. These shares are nonwithdrawable and are not of an insurable type. Such shares are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings Association Insurance Fund or any other government agency. In Witness Whereof, the Company has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. Dated: - -------------------------------- -------------------------------- Chief Financial Officer [SEAL] President and Chief Executive Officer ================================================================================ EUREKA FINANCIAL CORP. The shares represented by this certificate are issued subject to all the provisions of the Charter and Bylaws of EUREKA FINANCIAL CORP. (the "Company"), as from time to time amended (copies of which are on file at the principal office of the Company), to all of which the holder by acceptance hereof assents. The following description constitutes a summary of certain provisions of, and is qualified in its entirety by reference to, the Charter. The Charter of the Company contains certain provisions, applicable for a period of five years from the effective date of the Company's acquisition of all of the outstanding shares of common stock of Eureka Bank, that restrict persons other than Eureka Bancorp, MHC, the mutual holding company for Eureka Bank (the "Mutual Holding Company"), from directly or indirectly acquiring or holding, or attempting to acquire or hold, the beneficial ownership of in excess of 10% of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors ("Voting Stock"). The Charter contains a provision pursuant to which the shares beneficially held in excess of 10% of the Voting Stock of the Company are considered "excess shares" and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote. These restrictions are not applicable to underwriters in connection with a public offering of the common stock, or to acquisitions of Voting Stock by the Company or any tax-qualified employee stock benefit plan that is exempt from the approval requirements under Section 574.3(c)(1)(vi) of the regulations of the Office of Thrift Supervision. The Mutual Holding Company will own in excess of 50% of the Common Stock of the Company so long as the Mutual Holding Company remains in mutual form. The Board of Directors of the Company is authorized by resolution or resolutions, from time to time adopted, to provide for the issuance of serial preferred stock, in series and to fix and state the voting powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Company will furnish to any shareholder upon request and without charge a full description of each class of stock and any series thereof. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian UNIF TRAN MIN ACT - Custodian ------- ---------- ------- -------- (Cus) (Minor) (Cus) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act under Uniform Transfers to Minors Act JT TEN - as joint tenants with right of --------------------------------- --------------------------------- survivorship and not as tenants (State) (State) in common
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and ------------------------------- ============= PLEASE INSERT SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFYING [ ] NUMBER OF ASSIGNEE ============= transfer unto , shares of the common --------------------------- ----------------- stock evidenced by this certificate, and do hereby irrevocably constitute and appoint , Attorney, to transfer the said shares on ------------------------------ the books of the Company with full power of substitution. Dated ------------------------- ---------------------------------------- Signature ---------------------------------------- Signature In presence of: -------------------------------------------- NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Siganture(s) Guaranteed By ------------------------------ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANK, STOCKHOLDER, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGANTURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15. KEEP THIS CERTIFICATE IN A SAFE PLAE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. EX-99 7 ex99_0244.txt EXHIBIT-99 Subject: Eureka Bank Holding Company Reorganization Contact: Gary B. Pepper Chief Financial Officer (412) 681-8400 For Immediate Release April 1, 2003 EUREKA BANK ANNOUNCES COMPLETION OF MID-TIER HOLDING COMPANY REORGANIZATION Pittsburgh, Pennsylvania - Eureka Bank announced today that it completed its reorganization into a three-tier mutual holding company structure effective after the close of business on Monday, March 31, 2003. In connection with the reorganization, which was approved by stockholders at Eureka Bank's Annual Meeting of Stockholders on January 27, 2003, each share of common stock of the Bank has been converted into one share of common stock in Eureka Financial Corp. ("Stock Holding Company"), a newly formed federal corporation. Eureka Bancorp, MHC will own 58.8% of the outstanding stock of the Stock Holding Company and the Bank will be a wholly owned subsidiary of the Stock Holding Company. Stock certificates formerly representing Eureka Bank common stock are now deemed for all corporate purposes to evidence ownership of the same number of shares of Eureka Financial common stock, and there is no requirement for stockholders to exchange or surrender their current stock certificates until they sell or transfer their shares. Effective April 1, 2003, the Common Stock of Eureka Financial Corp. has replaced the Bank's common stock on the Electronic Bulletin Board. The Eureka Financial Corp. Common Stock will trade under the new symbol "EKFC." -----END PRIVACY-ENHANCED MESSAGE-----