8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2010

FOX CHASE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	1-32971	33-1145559
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

4390 Davisville Road, Hatboro, Pennsylvania 19040

(Address of principal executive offices) (Zip Code)

(215) 682-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07    Submission of Matters to a Vote of Security Holders

(a)           The annual meeting of the shareholders of Fox Chase Bancorp, Inc. (the “Company”) was held on June 24, 2010.

(b)           The matters considered and voted on by the shareholders at the annual meeting and the vote of the shareholders were as follows:

1.           The plan of conversion and reorganization was approved by the following vote:

Shares Voted For	Shares Voted Against	Abstentions
12,442,089	108,124	1,793

There were 592,485 broker non-votes on the proposal.

2a.           The information proposal concerning the provision in new Fox Chase Bancorp’s articles of incorporation requiring a super-majority vote to approve certain amendments to new Fox Chase Bancorp’s articles of incorporation was approved by the following vote:

Shares Voted For	Shares Voted Against	Abstentions
11,153,651	1,335,593	62,762

There were 592,485 broker non-votes on the proposal.

2b.           The information proposal concerning the provision in new Fox Chase Bancorp’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of new Fox chase Bancorp’s outstanding voting stock was approved by the following vote:

Shares Voted For	Shares Voted Against	Abstentions
11,170,869	1,318,400	62,737

There were 592,485 broker non-votes on the proposal.

3.           The following individuals were elected as directors, each for a three-year term, by the following vote:

Name	Shares Voted For	Votes Withheld
Richard M. Eisenstaedt	12,407,502	144,498
Anthony A. Nichols, Sr.	12,404,071	147,629

There were 592,491 broker non-votes in the election of directors.

4.           The appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified by the shareholders by the following vote:

Shares Voted For	Shares Voted Against	Abstentions
13,083,040	35,893	25,558

There were no broker non-votes on the proposal.

Item 8.01             Other Events.

On June 24, 2010, the Company, holding company for Fox Chase Bank, announced that the Company’s Plan of Conversion and Reorganization was approved by members of Fox Chase MHC and the shareholders of the Company at separate meetings held today.

The Company also announced that new Fox Chase Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Fox Chase Bank.  A total of 8,712,500 shares of common stock, the minimum of the offering range, will be sold in the subscription, community and syndicated community offerings at $10.00 per share, including 348,500 shares to be purchased by the Fox Chase Bank Employee Stock Ownership Plan.  The conversion and offering are expected to be completed on June 29, 2010.

A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.

 Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits

Number                         Description

99.1                                Press Release dated June 24, 2010

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 thereunto duly authorized.

Date:  June 25, 2010	By:	/s/ Jerry D. Holbrook
		Jerry D. Holbrook
		Executive Vice President and Chief Operating Officer

EX-99.1

For Immediate Release

Contact: Roger S. Deacon, CFO

 (215) 775-1435

Fox Chase Bancorp, Inc. Plan of Conversion

and Reorganization Approved by Shareholders and MHC Members

Fox Chase Bancorp, Inc. Announces Completion of Syndicated Community Offering; Conversion Expected to Close June 29th

June 24, 2010, Hatboro, PA– Fox Chase Bancorp, Inc. (the “Company”) (Nasdaq: FXCB), holding company for Fox Chase Bank, announced today that the Company’s Plan of Conversion and Reorganization was approved by members of Fox Chase MHC and the shareholders of Fox Chase Bancorp at separate meetings held today.  Shareholders of the Company also elected Richard M. Eisenstaedt and Anthony A. Nichols, Sr. to three-year terms and ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the year ending December 31, 2010.

The Company also announced today that new Fox Chase Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Fox Chase Bank.  The conversion and offering are expected to be completed on June 29, 2010.  The closing of the transaction is subject to the satisfaction of customary closing conditions.

As a result of the conversion and offering, Fox Chase MHC and Fox Chase Bancorp will cease to exist and new Fox Chase Bancorp, the Maryland corporation formed to facilitate the conversion, will become the parent holding company of Fox Chase Bank and will be wholly owned by public stockholders.

A total of 8,712,500 shares of common stock, the minimum of the offering range, will be sold in the subscription, community and syndicated community offerings at $10.00 per share, including 348,500 shares to be purchased by the Fox Chase Bank Employee Stock Ownership Plan.  As part of the conversion, each existing share of Fox Chase Bancorp will be converted into the right to receive 1.0692 of a share of new Fox Chase Bancorp common stock.  The exchange ratio ensures that, after the conversion and offering, the public shareholders will maintain approximately the same ownership interest in new Fox Chase Bancorp as they owned in Fox Chase Bancorp.  Cash will be issued in lieu of fractional shares based on the offering price of $10.00.  Total shares outstanding after the stock offering and the exchange will be approximately 14,550,409 shares.

Fox Chase Bancorp common stock will continue to trade on the Nasdaq Global Market under the trading symbol FXCB through June 28, 2010.  Beginning on June 29, 2010, the shares of new Fox Chase Bancorp common stock will trade on the Nasdaq Global Market under the trading symbol FXCBD for a period of 20 trading days.  Thereafter, the trading symbol will revert to FXCB.

Stock certificates for shares purchased in the subscription offering and community offering are expected to be mailed to subscribers on or about June 29, 2010.  Stockholders of Fox Chase Bancorp holding shares in street name or in book-entry form will receive shares of the Company within their accounts. Stockholders of Fox Chase Bancorp holding shares in certificated form will be mailed a letter of transmittal on or about July 6, 2010 and will receive their shares of Company common stock in book-entry form through the Company’s Direct Registration System and cash in lieu of fractional shares after returning their stock certificates and a properly completed letter of transmittal to the Company’s transfer agent.

Stifel, Nicolaus & Company, Incorporated acted as financial advisor to Fox Chase Bancorp and sole book-running manager of the syndicated community offering.  Janney Montgomery Scott LLC and Sterne, Agee & Leach, Inc. acted as co-managers for the syndicated community offering.  Kilpatrick Stockton LLP acted as legal counsel to Fox Chase Bancorp.

Fox Chase Bancorp, Inc. is the holding company for Fox Chase Bank, a federal savings bank headquartered in Hatboro, Pennsylvania.  Fox Chase Bank operates eleven full-service banking offices in Bucks, Chester, Delaware, Philadelphia and Montgomery Counties in Pennsylvania and Atlantic and Cape May counties in New Jersey.

This press release contains certain forward-looking statements about the conversion and offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the conversion and offering, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which Fox Chase Bancorp and Fox Chase Bank are engaged.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement.

The shares of common stock of new Fox Chase Bancorp are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.