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

June 24, 2010

Date of Report

(Date of earliest event reported)

WSFS Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-16668	22-2866913
(State or other jurisdiction of incorporation)	(SEC Commission File Number)	(IRS Employer Identification Number)

500 Delaware Avenue, Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (302) 792-6000

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

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

INFORMATION TO BE INCLUDED IN REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01                      Entry into a Material Definitive Agreement.

On June 24, 2010, WSFS Financial Corporation (the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) with National Penn Bancshares, Inc. (the “Seller”) pursuant to which the Registrant will purchase all of the issued and outstanding shares of Christiana Bank & Trust Company (“CBT”), a Delaware banking corporation and wholly owned subsidiary of the Seller for a total purchase price of $34.5 million in cash.  As a result of the transaction, the Registrant estimates it will acquire approximately $161 million in deposits, approximately $115 million in performing loans and approximately $6 billion in trust assets under administration or management.  Completion of the transaction is subject to the rece ipt of all required regulatory approvals and certain other standard closing conditions.  Immediately after the closing of the stock purchase, CBT will be merged with and into the Registrant’s wholly owned banking subsidiary, WSFS Bank.  The parties currently anticipate that the closing will occur in the last quarter of 2010.

Pursuant to the terms of the Agreement, prior to the closing, CBT will transfer its classified and certain other assets to a subsidiary of CBT and the equity interest in such subsidiary will be transferred to Seller.  In exchange, Seller will transfer $3.525 million in cash to CBT.  The Seller has agreed in the Agreement that it will not solicit, agree to or enter into an agreement for any alternative acquisition proposal with respect to CBT.  The Seller has further agreed that for a period of two years following the close of the transaction that neither it nor any of its affiliates will compete for bank deposits, loans, trust services or certain other services in the State of Delaware or apply to establish a trust company in Delaware, Nevada, New Hampshire, Alaska or South Dakota, subject to certain limi tations set forth in the Agreement.  The Agreement also provides that the Seller will indemnify the Registrant for damages incurred by it as a result of the breach by Seller of certain specified representations and warranties in the Agreement, any collateral or assets being held as custodian, litigation and taxes resulting from the operation of CBT prior to the closing.  Indemnification coverage for collateral, certain types of litigation and taxes is limited to $750,000 in the aggregate.  Indemnification for breach of the specified representations and warranties and certain other types of litigation is unlimited.  The Registrant has also agreed to indemnify the Seller for any damages incurred by Seller as a result of a breach by the Registrant of its representation regarding brokers and for taxes assessed against Seller that relate to the operations of CBT after the closing.

The Registrant issued a press release on June 24, 2010 announcing the execution of the Agreement, a copy of which is filed as Exhibit 99 hereto and is incorporated by reference herein.  An audio web cast to discuss the transaction will be held on June 25, 2010 as detailed in the press release.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits:

99           Press Release 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, hereunto duly authorized.

	WSFS FINANCIAL CORPORATION
Date: June 24, 2010	By:	/s/ Stephen A. Fowle
		Stephen A. Fowle Executive Vice President and Chief Financial Officer

EX-99

PRESS RELEASE	Contact: Stephen A. Fowle
June 24, 2010	(302) 571-6833 sfowle@wsfsbank.com

WSFS TO ACQUIRE CHRISTIANA BANK & TRUST COMPANY

WILMINGTON, Del. – WSFS Financial Corporation (NASDAQ: WSFS), the parent company of WSFS Bank, today announced that it has signed a definitive agreement with National Penn Bancshares, Inc. (NASDAQ: NPBC), to acquire its wholly-owned subsidiary Christiana Bank & Trust Company located in Greenville, Delaware.

As part of the $34.5 million cash transaction, WSFS will acquire approximately $161 million in deposits, approximately $115 million in performing loans and approximately $6 billion in trust assets under administration or management held at Christiana as of May 31, 2010.  WSFS will not acquire any of Christiana's currently classified or nonaccrual loans or OREO in the transaction.  The transaction is expected to close in the fourth quarter of 2010, subject to customary regulatory approvals.

WSFS President and Chief Executive Officer Mark A. Turner said, “This combination furthers many important goals of ours.  It significantly advances our strategic plan efforts in Trust & Wealth Management, adding fee income, diversity and strength to our revenues and franchise value.  It enhances our retail banking presence in an important Delaware market.  The transaction is financially attractive, as it is expected to be accretive to Earnings Per Share in 2011.  It is also well structured to be clear from assuming any risk and distraction in classified loans, non-performing loans and OREO.  Christiana Bank & Trust has built an enviable franchise.  We are excited to partner with them.”

Zissimos A. Frangopoulos, President, Chief Executive Officer and Director of Christiana Bank & Trust said, “We are extremely pleased to join forces with WSFS.  Their larger Delaware presence will benefit our Associates and our customers, and we strongly believe our track record in Trust & Wealth Management will be a nice addition for WSFS.   We also share many things in common, including a common geography, passion for our customers and a reputation for reliability, strength and service.”

(more)

WSFS TO ACQUIRE CHRISTIANA BANK & TRUST COMPANY, CONTINUED/Page 2

Sandler O’Neill + Partners, L.P. acted as the financial advisors to WSFS and its legal counsel was Malizia Spidi & Fisch, PC.  The agreement has been approved by the Boards of Directors of WSFS and National Penn Bancshares, Inc.

An audio webcast to discuss highlights of this transaction will be conducted on Friday, June 25, 2010 at 8:00 A.M. Eastern Daylight Time.

Audio Webcast: WSFS’ presentation can be accessed via live audio webcast at: http://investor.shareholder.com/media/eventdetail.cfm?eventid=83024&CompanyID=WSFS&e=1&mediaKey=9890B62B8626587028BEFDE47B0BA30F

Conference Call: If you are unable to log-in to the webcast you can call 877-312-5857 to listen in.  For calling outside of the United States please dial 253-237-1168.

Replay: For those unable to listen, the audio webcast will be archived for 90 days after the event.

Presentation Materials:  Presentation slides will be included as part of the webcast and will also be available on the Investor Relations page of the Company’s website, Friday, June 25, 2010 prior to the webcast.

About WSFS Financial Corporation

WSFS Financial Corporation is a $3.8 billion financial services company.  Its primary subsidiary, Wilmington Savings Fund Society, FSB (WSFS Bank), operates 40 banking offices located in Delaware (35), Pennsylvania (4) and Virginia (1).  WSFS Bank provides comprehensive financial services including trust and wealth management. Other subsidiaries include WSFS Investment Group, Inc. and Montchanin Capital Management, Inc.  Founded in 1832, WSFS is one of the ten oldest banks in the United States continuously operating under the same name. For more information, please visit www.wsfsbank.com.

Forward-looking statements

Statements contained in this news release which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which are based on various assumptions (some of which may be beyond the Company’s control) are subject to risks and uncertainties and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, those related to the economic environment, particularly in the market areas in which the Company operates; the volatility of the financial and securities markets, including changes with respect to the market value of our financial assets; changes in government regulation affecting financial institutions and potential expenses associated therewith; changes resulting from our participation in the CPP including additional conditions that may be imposed in the future on participating companies; and the costs associated with resolving any problem loans and other risks and uncertainties, discussed in documents filed by WSFS Financial Corporation with the Securities and Exchange Commission from time to time. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

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