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): October 3, 2013

FOX CHASE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or other jurisdiction of incorporation or organization) 000-54025 (Commission File Number) 35-2379633 (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 8.01Other Events

On October 3, 2013, Fox Chase Bancorp, Inc. (the “Company”), the holding company for Fox Chase Bank (the “Bank”), announced that the Bank obtained regulatory approval to convert from a federally chartered savings bank to a Pennsylvania-chartered commercial bank.  The Company’s press release announcing regulatory approval of the charter conversion is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Number Description

99.1 Press release dated October 3, 2013

SIGNATURE

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:  October 3, 2013	By:	/s/ Roger S. Deacon
		Roger S. Deacon
		Executive Vice President and Chief Financial Officer

EX-99.1

For Immediate Release

Date:                    October 3, 2013

Contact:              Thomas M. Petro

Chief Executive Officer

Phone:                 (215) 682-4101

FOX CHASE BANCORP, INC. RECEIVES APPROVAL

TO CONVERT TO PENNSYLVANIA SAVINGS BANK

HATBORO, PA, October 3, 2013 – Fox Chase Bancorp, Inc. (the “Company”) (NASDAQ GS: FXCB), the holding company for Fox Chase Bank (the “Bank”), today announced that the Bank has received regulatory approval to convert from a federally chartered savings bank to a Pennsylvania-chartered savings bank.  The charter conversion is expected to occur during the fourth quarter of 2013. As part of the charter conversion, the Company will become a bank holding company.

Thomas M. Petro, President and Chief Executive Officer of the Company and the Bank, commented, “This charter conversion represents a significant milestone in the transition of Fox Chase Bank from a thrift to a commercial bank. Commercial loans now represent more than 75% of the Bank’s loan portfolio.  The new charter will allow us to continue the strong growth of our commercial lending business which has experienced a 41% compound annual growth rate over the past six years.  From our customers’ perspective, the charter conversion will be transparent.   The terms and conditions of our customers’ loans and deposit accounts will not be affected by the charter conversion.”

Fox Chase Bancorp, Inc. is the stock holding company of Fox Chase Bank. The Bank is a federally chartered savings bank originally established in 1867.  The Bank offers traditional banking services and products from its main office in Hatboro, Pennsylvania and ten branch offices in Bucks, Montgomery, Chester, Delaware and Philadelphia Counties in Pennsylvania and Atlantic and Cape May Counties in New Jersey.  For more information, please visit the Bank’s website at www.foxchasebank.com

This news release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts.  They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.”  Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results.  These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein.  These risks and uncertainties involve general economic trends, changes in interest rates, loss of deposits and loan demand to other financial institutions, substantial changes in financial markets; changes in real estate value and the real estate market, regulatory changes, possibility of unforeseen events affecting the industry generally, the uncertainties associated with newly developed or acquired operations, the outcome of pending litigation, and market disruptions.  The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required under the rules and regulations of the Securities and Exchange Commission.