8-K

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)

September 12, 2012

WSFS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-16668	22-2866913
(State or other jurisdiction of incorporation)	(SEC File Number)	(IRS Employer Identification No.)

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 (see General Instruction A.2. below):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

WSFS FINANICAL CORPORATION

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01        Entry into a Material Definitive Agreement.

On January 23, 2009, WSFS Financial Corporation (the “Company”) issued and sold to the United States Department of the Treasury (the “Treasury”) under the Troubled Asset Relief Program Capital Purchase Program (“TARP CPP”) (i) 52,625 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 175,105 shares of the Company’s Common Stock, for an aggregate purchase price of $52,625,000.

On April 3, 2012, the Treasury sold all of the Company’s Series A Preferred Stock to third-party investors in a public offering.  Following the sale of the Series A Preferred Stock, the Company notified the Treasury that it would repurchase the Warrant for fair market value.  The board of directors of the Company has determined that it would be in the best interest of the Company and its stockholders to repurchase the Warrant.  Accordingly, on September 12, 2012, the Company entered into a Letter Agreement with the Treasury (“Warrant Repurchase Letter Agreement”) pursuant to which the Company repurchased the Warrant for $1,800,000, in cash.  A copy of the Warrant Repurchase Letter Agreement is attached hereto as Exhibit 10 and is incorporated herein by reference.  As a result of the aforementioned, the Warrant is no longer issued or outstanding and the Company’s participation in the TARP CPP is completed. In addition, while the Series A Preferred Stock is still outstanding, as a result of the Treasury’s sale of the Series A Preferred stock to third-party investors, the Company no longer has any securities outstanding to the Treasury.  Any repurchase or redemption of the Series A Preferred Stock by the Company would require regulatory approval.

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Section 9 -- Financial Statements and Exhibits

Item 9.01	Financial Statements and Exhibits.
	(d)         Exhibits
	Exhibit No.	Description
	10	Warrant Repurchase Letter Agreement dated September 12, 2012

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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:  September 12, 2012	By:	/s/ Stephen A. Fowle
		Stephen A. Fowle Executive Vice President and Chief Financial Officer (Duly Authorized Representative)

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EX-10

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

                                               September 12, 2012

Ladies and Gentlemen:

Reference is made to that certain letter agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of January 23, 2009, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Further reference is made to that certain underwriting agreement (the “Underwriting Agreement”), dated as of March 28, 2012, pursuant to which the Investor sold its Preferred Share investment in the Company (the “Preferred Share Resale”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

The Investor completed the Preferred Share Resale of all of the Preferred Shares issued to the Investor pursuant to the Underwriting Agreement on the date set forth on Schedule A hereto.  Following such time, the Company, in accordance with the Securities Purchase Agreement, delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Timothy G. Massad
Name:	Timothy G. Massad
Title:	Assistant Secretary for Financial Stability
WSFS FINANCIAL CORPORATION
By:	/s/ Mark A. Turner
Name:	Mark A. Turner
Title:	President and Chief Executive Officer

SCHEDULE A

Company Information:

Name of the Company:  WSFS Financial Corporation

Corporate or other organizational form of

the Company:  Corporation

Jurisdiction of organization of the Company:  Delaware

Information related to the Preferred Share Resale:

Date of Treasury’s sale of 52,625 shares of the

Preferred Shares:  March 28, 2012

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice:  September 4, 2012

Aggregate purchase price for the Warrant:  $1,800,000.00