-----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, OACTxgteEjH9FNZiogOf7nMA7I1+sQ6sMKJdc0r11YPp2gYn9nC+t93RaiV32626 AEsRJAvDjwdkbMEdMMtb3Q== 0000946275-96-000161.txt : 19960801 0000946275-96-000161.hdr.sgml : 19960801 ACCESSION NUMBER: 0000946275-96-000161 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960731 EFFECTIVENESS DATE: 19960819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09235 FILM NUMBER: 96601479 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 31, 1996. Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- TF Financial Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 74-2705050 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3 Penns Trail Newtown, Pennsylvania 18940 (215) 579-4000 (Address of principal executive offices) TF Financial Corporation 1996 Directors Stock Option Plan ------------------------ (Full Title of the Plan) Richard Fisch, Esq. Malizia, Spidi, Sloane & Fisch, P.C. 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 (202) 434-4660 (Name, address and telephone number of agent for service) -------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================= Title of Proposed Max- Proposed Max- Amount of Securities to Amount to imum Offering imum Aggregate Registration be Registered be Registered Price Per Unit Offering Price(2) Fee (2)(3)(4) - ------------- ------------- -------------- ----------------- ------------- Common Stock $.10 par value 25,000(1) $14.75(2) $368,750 $200.00 =======================================================================================
(1) The maximum number of shares of common stock issuable upon exercise of options granted or to be granted under the TF Financial Corporation 1996 Directors Stock Option Plan consists of 25,000 shares which are being registered under this Registration Statement and for which a registration fee is being paid. (2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated, inter alia, based upon the price at which the stock options may be exercised. An aggregate of 25,000 shares are being registered hereby, of which 25,000 shares are under option at an exercise price of $14.75 per share ($368,750 in the aggregate). (3) Represents the $200 minimum filing fee. (4) Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8 shall be effective upon filing with the Commission. ** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.** PROSPECTUS 25,000 Shares ------------- TF FINANCIAL CORPORATION COMMON STOCK (Par Value $.10 Per Share) ------------- TF FINANCIAL CORPORATION 1996 DIRECTORS STOCK OPTION PLAN ------------- This Prospectus relates to 25,000 shares of common stock, par value $.10 per share (the "Common Stock"), of TF Financial Corporation (the "Company"), a Delaware corporation which is the savings and loan holding company of Third Federal Savings Bank (the "Savings Bank"), which may be issued from time to time by the Company to holders of Options granted or to be granted by the Company to directors of the Company and any subsidiary of the Company pursuant to the TF Financial Corporation 1996 Directors Stock Option Plan (the "Plan"). Holders of options granted or to be granted under the Plan (the "Options") are referred to herein as "Optionees." Each offer made under the Plan pursuant to this Prospectus is made at the price and on the terms and conditions contained in the stock option agreements entered into between the Company and each Optionee. This Prospectus is for use as of the date hereof and in subsequent years. Information which is likely to change from year to year will be included in appendices to this Prospectus. The issued and outstanding Common Stock of the Company is traded in the over-the-counter market, and transactions are reported on the Nasdaq National Market under the symbol "THRD". Shares of Common Stock which may be issued upon exercise of Options granted or to be granted under the Plan, will also be traded in over-the-counter market. On July 26, 1996, the last reported sales price of the Common Stock in the National Market System was $14.00 per share. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- The date of this Prospectus is July 31, 1996 No person has been authorized to give any information or to make any representation not contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this Prospectus or an offer to sell or a solicitation of an offer to buy such Common Stock in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or that the information contained herein is correct as of any time subsequent to the date hereof. TABLE OF CONTENTS TF Financial Corporation 1996 Directors Stock Option Plan Page ---- General Plan Information.................................... 1 Administration.............................................. 1 Purpose..................................................... 2 Securities to be Offered.................................... 2 Eligibility to Participate in Plan.......................... 2 Purchases of Securities Pursuant to the Plan and Payment for Securities Offered......................... 2 Grant of Options.......................................... 2 Term of the Plan.......................................... 3 Stock Option Agreements................................... 3 Option Price.............................................. 3 Option Period............................................. 3 Non-transferability....................................... 3 Conditions of Exercise.................................... 4 Payment for Options....................................... 4 Cashless Exercise......................................... 4 Issuance of Common Stock.................................. 4 Dividend Equivalent Rights................................ 4 Recapitalization, Merger, Consolidation, Change in Control and Similar Transactions........................... 5 Amendment and Termination of the Plan....................... 5 Restrictions on Resale...................................... 6 Federal Income Tax Consequences............................. 6 Annual Report to Shareholders............................... 7 Additional Information...................................... 7 Legal Opinion............................................... 7 Appendix A.................................................. A-1 Administration............................................ A-1 Number of Shares Subject to Plan.......................... A-1 Participation in the Plan................................. A-1 Outstanding Awards........................................ A-1 TF Financial Corporation 1996 Directors Stock Option Plan General Plan Information - ------------------------ This Prospectus relates to 25,000 shares of the Common Stock, par value $.10 per share, of TF Financial Corporation (the "Company"), which will be offered upon exercise of options granted or to be granted under the Company's 1996 Directors Stock Option Plan (the "Plan"). The Company was formed under the laws of the State of Delaware for the purpose of becoming a savings and loan holding company and became the parent corporation of Third Federal Savings Bank (the "Savings Bank") on July 13, 1994, (the "Effective Date") at which time the Company acquired all of the shares of capital stock of the Savings Bank. The Board of Directors of the Company adopted the Plan at its meeting on May 21, 1996. The Plan is to continue in effect for a period of ten years from the Effective Date (i.e., May 20, 2006), unless earlier terminated or extended by the Company. Pursuant to the Plan, 25,000 shares of Common Stock were reserved for issuance by the Company upon exercise of Stock Options ("Options") awarded to directors of the Company and the Bank. Options granted under the Plan will not be Incentive Stock Options within the meaning of Section 422 of the Code ("Non-Incentive Stock Option"). Upon exercise of a Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to the extent that the exercise price is less than the fair market value of the Common Stock on the date of exercise. The Company is entitled to a federal income tax deduction equal to the amount of ordinary income recognized by the Optionee at the time of such income recognition. See "Federal Income Tax Consequences." The Plan will not be qualified under Section 401(a) of the Code and it is exempt from the provisions of the Employee Retirement Income Security Act of 1974, as amended. The statements herein concerning the terms and provisions of the Plan are summaries and do not purport to be complete. All such statements are qualified in their entirety by reference to the full text of the Plan document as filed as Exhibit 4.1 to the Registration Statement of which this Prospectus is a part. Additional updating and other information with respect to the Plan and the Common Stock offered hereby may be provided in the future to holders of Options by means of one or more supplements or appendices to this Prospectus. Additional information about the Plan (including a copy of the Plan), plan administration, and the Company may be obtained at the Company's principal offices, which are located at 3 Penns Trail, Newtown, Pennsylvania 18940. The Company's telephone number is (215) 579-4000. Administration - -------------- The Plan is administered by a Committee of the Company's Board of Directors (the "Committee"). The Plan provides that the Committee will consist of at least three non-employee directors of the Company. The members of the Committee are appointed by the Board and serve at the pleasure of the Board. A majority of the entire Committee shall constitute a quorum, and the action of a majority 1 of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. Subject to the express provisions of the Plan and resolutions adopted by the Board, the Committee has authority to interpret the Plan, to prescribe, amend, and rescind the rules and regulations relating to the Plan, and to determine the form and content of Options to be issued under the Plan. In addition, the Committee is authorized to make all other determinations deemed necessary or advisable for the administration of the Plan and shall have and may exercise such other power and such authority as may be delegated to it by the Board from time to time. All decisions, determinations, and interpretations of the Committee shall be final and conclusive to all persons affected thereby. Additional information about the Plan and the Committee may be obtained from the Company at the address of the Company as listed under "General Plan Information." For a list of the current members of the Committee, see "Administration" at Appendix A. Purpose - ------- The purpose of the Plan is to promote the interests of the Company by attracting and retaining the best available personnel for positions of substantial responsibility to serve as directors of the Company and the Bank and to provide additional incentive to such directors of the Company to promote the success and profitability of the Company's business. Securities to be Offered - ------------------------ The aggregate number of shares of Common Stock which may be issued pursuant to Options granted or to be granted under the Plan is 25,000 shares, subject to certain adjustments for changes in the capital structure of the Company, as described below. See "Recapitalization, Merger, Consolidation, Change in Control and Similar Transactions." Any shares subject to an Option award under the Plan which expire or are terminated unexercised will again be available for issuance under the Plan. Eligibility to Participate in Plan - ---------------------------------- Options to purchase Common Stock under the Plan may be awarded to directors of the Company, the Savings Bank, and any present or future parent or subsidiary corporations. Purchases of Securities Pursuant to the Plan and Payment for Securities Offered - ------------------------------------------------------------------------------- Grant of Options - ---------------- Non-Incentive Stock Options will be granted to eleven directors of the Company or the Bank who are not employees as of the Effective Date at an exercise price equal to the fair market value of the Common Stock on such date of grant. The Options will be immediately exercisable. Such Options will remain exercisable for up to ten (10) years from such date of grant without regard to continued service as a director. In the event of such person's death, such Options may be exercised by the personal representative of his estate or person or persons to whom his rights under such Options shall have passed by will or by laws of descent and distribution. Options awarded shall provide for the payment of cash amounts upon the payment of a cash dividend on the Common Stock. The holder of such Options shall receive payment of cash in an amount equivalent to the cash dividend payable as if Options awarded 2 herein had been exercised and such Common Stock held. Such rights to receive such cash shall expire upon the expiration or exercise of such underlying Options. Such rights are non-transferable and shall attach to Options whether or not such Options are immediately exercisable. For a description of the number of persons currently eligible to participate in the Plan and the number of persons actually participating in the Plan, see "Participation in the Plan" at Appendix A. Term of the Plan. The Plan was effective May 21, 1996, and unless previously terminated, the Plan shall continue in effect for a term of ten years, after which no further awards may be granted. The future expiration of the Plan, or its termination by the Board, will not affect any Option previously granted. Stock Option Agreements. The Options granted under the Plan are evidenced by stock option agreements (the "Option Agreements") substantially in the form of the Option Agreements filed as exhibits to the Registration Statement of which this Prospectus is a part. Each Option Agreement, and any amendment thereto, will contain such terms and conditions consistent with the requirements of the Plan as the Committee shall determine. Such Option Agreements shall constitute the only form of reports which participants shall receive related to the status of Options granted or which are exercisable under the Plan. The Plan provides that the Board of Directors of the Company may authorize the Committee to direct the execution of an instrument providing for the modification of any outstanding Option, provided that no such modification, extension or renewal shall confer on the Option recipient (the "Optionee") any rights or benefit which could not be conferred by the grant of a new Option at such time, and shall not materially decrease the Optionee's benefits under the Option without the Optionee's consent, except as provided under Section 14 of the Plan, which permits modification of the Plan. (See "Amendment and Termination of the Plan" below.) Option Price. The exercise price for the purchase of shares subject to an Option shall be equal to 100 percent of the fair market value of the shares covered by the Option on that date. The exercise price of Options must be paid for in full in cash or shares of Common Stock, or a combination of both. Notwithstanding anything herein to the contrary, the Committee shall have the authority to cancel outstanding Options granted under the Plan with the consent of the Optionee and to reissue new Options at a lower exercise price equal to the then Fair Market Value per share of Common Stock in the event that the Fair Market Value per share of Common Stock at any time prior to the date of exercise of outstanding Options falls below the exercise price of such Options. Option Period. The term of exercisability of an Option granted under the Plan shall be for a period of ten years from the Date of Grant. In general, Options will not be exercisable after the expiration of their term as set forth in the Plan or the Option Agreement. A total of six months must elapse between the date of grant of an Option and the date of the sale of Common Stock received through the exercise of such Option. Non-transferability. No Option granted under the Plan is transferable other than by will or the laws of descent and distribution. 3 Conditions of Exercise. Options may be exercised only during the periods specified in the Plan or the Option Agreement, certain information as to which is provided above (see "Option Period"). Except as described above and as may be limited by agreement, there is no limitation upon the number of Options that may be exercised in any one year, and Options not exercised in any one year may be exercised in subsequent years over the term of the Option. Payment for Options. Under the Plan, full payment for each share of Common Stock purchased upon the exercise of any Option granted shall be made at the time of exercise of each such Option and shall be paid in cash (in United States dollars), Common Stock, or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. The Company shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No shares of Common Stock shall be issued until full payment therefore has been received by the Company, and no Optionee shall have any of the rights of a shareholder of the Company until the shares of Common Stock are issued to him. Cashless Exercise. An Optionee who has held an Option for at least six months may engage in the "cashless exercise" of the Option. In a cashless exercise, an Optionee gives the Company written notice of the exercise of the Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Company to pay the Option price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, he can give the Company written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option price plus any applicable withholding taxes to the Company. Issuance of Common Stock. Shares issued to Optionees upon exercise of Options shall be either newly issued shares of the Company or treasury shares purchased in the market, at the Company's discretion. In either case, the Optionee shall not pay any fees, commissions or other charges for such Common Stock other than the exercise price as stated in the Option Agreement. Cash proceeds from the sale of Common Stock issued pursuant to the exercise of Options will be added to the general funds of the Company to be used for general corporate purposes. Shares of Common Stock shall not be issued with respect to any Option granted under the Plan unless the issuance and delivery of such Common Stock shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Common Stock may then be listed. Inability of the Company to obtain approval from any regulatory body or authority deemed by the Company or counsel thereto to be necessary for the lawful issuance and sale of any Common Stock hereunder shall relieve the Company of any liability in respect of the non-issuance or sale of such Common Stock. As a condition to the exercise of an Option, the Company may require the person exercising the Option to make such representations and warranties as may be necessary to assure the availability of an exemption from any additional registration requirements of federal or state securities laws. Dividend Equivalent Rights: Options awarded under the Plan provide the right of the optionee to receive dividend equivalent rights. Such rights shall provide that upon the payment of a cash dividend on the Common Stock, the holder of such Options shall receive payment of cash in an amount equivalent to the cash dividend payable as if such Options had been exercised and such Common Stock held. Such rights shall expire upon the expiration or exercise of such underlying Options. Such rights are non- 4 transferable and shall attach to Options whether or not such Options are immediately exercisable. All options granted to directors in accordance with the schedule of awards contained in the Plan shall have associated with them such dividend equivalent rights. Recapitalization, Merger, Consolidation, Change in Control, and Similar - -------------------------------------------------------------------------------- Transactions - ------------ Subject to any required action by the shareholders of the Company, within the sole discretion of the Committee, the aggregate number of shares of Common Stock for which Options may be granted under the Plan, the number of shares of Common Stock covered by each outstanding Option and the exercise price per share of Common Stock of each Option shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend on the Common Stock or any other increase or decrease in the number of such shares of Common Stock effected without a receipt of consideration by the Company (other than by shares held by dissenting stockholders). In the event of any change in control, recapitalization, merger, consolidation, exchange of shares, spin-off, reorganization, tender offer, partial or complete liquidation, or other extraordinary corporate action, the Committee, in its sole discretion, shall have the power, prior to or subsequent to such action or events, to (i) appropriately adjust the number of shares of Common Stock subject to each Option, the exercise price per share of Common Stock, and the consideration to be given or received by the Company upon the exercise of any outstanding Options; (ii) cancel any or all previously granted Options, providing that appropriate consideration is paid to the Optionee in connection therewith; and/or (iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate, or advisable. The Committee has at all times the power to accelerate the exercise date of all Options granted under the Plan. In the case of any change in control of the Company as determined by the Committee, all outstanding options shall become immediately exercisable. A change in control is defined to include (i) the sale of all, or a material portion, of the assets of the Company; (ii) the merger or recapitalization of the Company whereby the Company is not the surviving entity; (iii) a change of control of the Company as otherwise defined by the Office of Thrift Supervision ("OTS") or its regulations; and (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder) of 25% or more of the outstanding voting securities of the Company by any person, trust, entity or group. This limitation shall not apply to a transaction in which the purchase of shares by underwriters in connection with a public offering of Common Stock, or the purchase of shares of up to 25% of any class of securities of the Company by a tax-qualified employee stock benefit plan. The determination of the Committee as to whether a change in control has occurred shall be conclusive and binding. Amendment and Termination of the Plan - ------------------------------------- The Board of Directors may alter, suspend, or discontinue the Plan, except that no action of the Board may increase the maximum number of shares permitted to be optioned under the Plan. The Plan shall continue in effect for a term of ten years from the Effective Date, after which no future awards may be granted. 5 Restrictions on Resale - ---------------------- Unless specifically included as a term and condition of any Option, there are no restrictions on the resale of Common Stock acquired upon the exercise of Options. Such shares of Common Stock, however, may be resold only in compliance with the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and applicable state securities laws. Under the 1933 Act, affiliates of the Company generally may resell shares of Common Stock purchased pursuant to the Plan only (i) in accordance with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an applicable current and effective registration statement under the 1933 Act. As defined in Rule 405 under the 1933 Act, an affiliate of the Company is a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company. The determination of whether a person is an affiliate of the Company is primarily a factual one based upon whether he possesses, directly or indirectly, individually or in concert with others, the power to direct or cause the direction of the management or policies of the Company, whether through the ownership of voting stock, by executive position, by membership on the Board, by contract or otherwise. Therefore, each Optionee should consult his counsel concerning whether he is an affiliate of the Company and the attendant restrictions on the resale under the 1933 Act of Common Stock acquired pursuant to the Plan. In addition, the receipt of an Option to purchase Common Stock by a director of the Company is a reportable transaction under Section 16 of the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the Securities and Exchange Commission in connection with such transaction. The sale by a director of Common Stock issued upon an exercise of an Option within six months after the receipt of such Option may create liability of such persons to the Company under the "short-swing profit" provisions of Section 16(b) of the 1934 Act. For this reason, the Plan contains a provision that a total of six month must elapse between the date of the grant of an Option and the date of the sale of Common Stock received through the exercise of an Option. Federal Income Tax Consequences - ------------------------------- Under present federal tax laws, awards under the Plan will have the following consequences: 1.The grant of an Option will not by itself result in the recognition of taxable income to the Optionee nor entitle the Company to a deduction at the time of such grant. 2.The exercise of a Non-Incentive Stock Option will result in the recognition of ordinary income by the Optionee on the date of exercise in an amount equal to the difference between the exercise price and the fair market value on the date of exercise of the shares acquired pursuant to the Option. 3.Receipt of income as a result of Dividend Equivalent Rights held by an Optionee will be taxable as ordinary income when received. 4.The Company will be allowed a tax deduction for Federal tax purposes equal to the amount of ordinary income recognized by an Optionee at the time the Optionee recognizes such ordinary income under an Non-Incentive Stock Option . 6 The foregoing provides a general summary of the federal income tax consequences applicable to Options under the Plan. Each Optionee is urged to consult his or her own tax advisor for information regarding applicable federal and state tax consequences. Annual Report to Shareholders - ----------------------------- The Company's financial statements for the period ended December 31, 1995, as contained in the Company's Form 10-K are incorporated by reference in the Registration Statement to which this Prospectus is a part. In the future, the Company's latest Annual Report to Stockholders, including financial statements, will be mailed to all stockholders of record as of the close of business on such record date. Any person wishing to receive a copy of such Annual Report may obtain a copy by writing the Company at the address set forth above under "Additional Information." Additional Information - ---------------------- Additional updating information with respect to the Common Stock and the Plan covered herein may be provided in the future to participants under the Plan by means of appendices to this Prospectus. The nature and frequency of any reports to be made to participants as to their participation in the Plan will be determined by the Committee. The Company upon written or oral request, will provide without charge to any person to whom this Prospectus is delivered: a copy of the Plan, a copy of its latest Annual Report to Stockholders (when available) and a copy of any and all of the documents that have been incorporated by reference in Item 3 of Part II of the Registration Statement of which this Prospectus is a part, and that such documents are deemed incorporated by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents required to be delivered to Plan participants as specified in Item 9 of Part II of the Registration Statement are available upon request. Any such request can be oral or in writing and should be addressed to the Corporate Secretary, TF Financial Corporation, 3 Penns Trail, Newtown, Pennsylvania 18940. The Registrant's telephone number is (215) 579-4000. Legal Opinion - ------------- The validity of the Common Stock offered hereby has been passed on for the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700 East, Washington, D.C. 20005. 7 APPENDIX A ADDITIONAL INFORMATION CONCERNING THE TF FINANCIAL CORPORATION 1996 DIRECTORS STOCK OPTION PLAN (As of July 31, 1996) Administration - -------------- The Board has appointed Directors Dusek, Olsen, and Gola as members of the Committee responsible for administration of the 1996 Directors Stock Option Plan ("Plan"). Number of Shares Subject to Plan - -------------------------------- On May 21, 1996, Options covering 25,000 shares of the Common Stock were outstanding, which were granted at an exercise price of $14.75 per share. As of the date of this Appendix, 25,000 shares of Common Stock remain issuable under the Plan, which provides for the issuance of Options for a total of 25,000 shares of Common Stock. Participation in the Plan - ------------------------- As of May 21, 1996, the Company and its subsidiaries had 8 directors eligible to participate in the Plan. Of such persons, as of May 21,1996, Non-Incentive Stock Options to purchase 25,000 shares of Common Stock, in the aggregate were held by 8 non-employee members of the Board of TF Financial Corporation or Third Federal Savings Bank. Outstanding Awards - ------------------ The following table presents information with respect to the outstanding Options under the Plan as of the date of this Appendix.
Number of Shares Presently Number of Persons Exercise Price Grant Date Subject to Options Holding Awards Per Share - ---------- -------------------------- ----------------- -------------- May 21, 1996 25,000 8 $14.75 Total Awards Outstanding 25,000 8 $14.75
A-1 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference - -------------------------------------------------------- The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files periodic reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements, and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at present rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. The following documents filed with the Commission are incorporated by reference in the Registration Statement and the Prospectus constituting Part I of such Registration Statement: (1) The Company's Registration Statement on Form S-1 (No. 33-76960) filed with the Commission on March 28, 1994 and amendments thereto; (2) The Company's Annual Report on Form 10-K filed with the Commission for the fiscal ended December 31, 1995, as filed with the Commission; (3) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996, as filed with the Commission; (4) The Company's Definitive Proxy Statement related to the 1996 Annual Meeting of Stockholders as filed with the Commission on; (5) The Company's Registration Statement on Form 8-A as filed with the Commission on March 16, 1994; (6) Information as to the Options which will be included in the future either in the Company's proxy statements, annual reports or appendices to this Prospectus. All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the termination of the offering of the shares of Common Stock shall be deemed to be incorporated by reference in this Registration Statement herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. - ---------------------------------- Not applicable because the Company's Common Stock is registered under Section 12 of the 1934 Act. Item 5. Interests of Named Experts and Counsel. - ----------------------------------------------- Not applicable. II-1 Item 6. Indemnification of Directors and Officers. - -------------------------------------------------- Section 145 of the Delaware General Corporation Law authorizes a corporation such as the registrant to indemnify officers, directors, employees, and agents under certain circumstances. Section 145 requires indemnification of directors, officers, employees, and agents who have been successful on the merits or otherwise in defense of certain actions, suits, proceedings claims, issues, and matters. Article XVIII of the registrant's Certificate of Incorporation provides for indemnification. Section 102(b)(7) of the Delaware General Corporation Law allows for the limitation of liability of directors. Article XVII of the registrant's Certificate of Incorporation provides for the limitation of liability of directors. The registrant believes that these provisions assist the registrant in, among other things, attracting and retaining qualified persons to serve the registrant and its subsidiary. However, a result of such provisions could be to increase the expenses of the registrant and effectively reduce the ability of stockholders to sue on behalf of the registrant because certain suits could be barred or amounts that might otherwise be obtained on behalf of the registrant could be required to be repaid by the registrant to an indemnified party. Additionally, the Company has in force a Directors and Officers Liability Policy underwritten by CNA with a $5.0 million aggregate limit of liability and an aggregate deductible of $100,000 per loss both for claims directly against officers and directors and for claims where the Company is required to indemnify directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. - -------------------------------------------- Not applicable since no restricted securities within the meaning of Rule 144 of the Securities Act of 1933 will be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits - ----------------- For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. Item 9. Undertakings - --------------------- (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; II-2 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, II-3 officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, TF Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Newtown and the Commonwealth of Pennsylvania, on the 31st day of July 1996. TF Financial Corporation By: /s/ John R. Stranford John R. Stranford President and Chief Operating Officer (Duly Authorized Representative) POWER OF ATTORNEY We, the undersigned directors and officers of TF Financial Corporation, do hereby severally constitute and appoint John R. Stranford our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said John R. Stranford may deem necessary or advisable to enable TF Financial Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the offering of the Company's Common Stock, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said John R. Stranford shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
/s/ John R. Stranford July 31, 1996 /s/ Robert N. Dusek July 31, 1996 - -------------------------------- --------------------- ------------------------------------- ----------------- John R. Stranford Date Robert N. Dusek Date President and Chief Operating Officer Chairman of the Board (Principal Executive Officer) and Director /s/ Carl F. Gregory July 31, 1996 /s/ George A. Olsen July 31, 1996 - -------------------------------- --------------------- -------------------------------------- --------------- Carl F. Gregory Date George A. Olsen Date Director Director /s/ Thomas J. Gola July 31, 1996 /s/ William C. Niemczura July 31, 1996 - -------------------------------- --------------------- ------------------------------------ ---------------- Thomas J. Gola Date William C. Niemczura Date Director Senior Vice President (Principal Financial and Accounting Officer)
INDEX TO EXHIBITS Exhibit Description - ------------------- 4.1 TF Financial Corporation 1996 Directors Stock Option Plan 4.2 Form of Stock Option Agreement to be entered into with Optionees with respect to Non-Incentive Stock Options 5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the validity of the Common Stock being registered 23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears in their opinion filed as Exhibit 5.1) 23.2 Consent of Independent Accountants 24 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein EX-4.1 2 EXHIBIT 4.1 TO S-8 EXHIBIT 4.1 TF Financial Corporation 1996 Directors Stock Option Plan Exhibit A TF FINANCIAL CORPORATION 1996 DIRECTORS STOCK OPTION PLAN 1. Purpose of the Plan. The Plan shall be known as the TF Financial Corporation ("Corporation") 1996 Directors Stock Option Plan (the "Plan"). The purpose of the Plan is to attract and retain qualified personnel to serve as members of the Board of Directors of the Corporation and the Board of Directors of Third Federal Savings Bank necessary to promote the success of the business enterprise. 2. Definitions. The following words and phrases when used in this Plan with an initial capital letter, unless the context clearly indicates otherwise, shall have the meaning as set forth below. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural. (a) "Award" means the grant of Stock Options to Directors of the Corporation and the Savings Bank as specified by the terms of the Plan. (b) "Board" shall mean the Board of Directors of the Corporation, or any successor or parent corporation thereto. (c) "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Corporation; (ii) a merger or recapitalization in the Corporation whereby the Corporation is not the surviving entity; (iii) a change in control of the Corporation, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Corporation by any person, trust, entity or group. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering of Corporation stock, or the purchase of shares of up to 25% of any class of securities of the Corporation by a tax-qualified employee stock benefit plan which is exempt from the approval requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Committee as to whether a Change in Control has occurred shall be conclusive and binding. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. (e) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with Section 5(a) of the Plan. (f) "Common Stock" shall mean common stock, par value $.10 per share, of the Corporation, or any successor or parent corporation thereto. A-1 (g) "Corporation" shall mean the TF Financial Corporation, the parent corporation of the Savings Bank, or any successor or Parent thereof. (h) "Director" shall mean a member of the Board of the Corporation or the Savings Bank, or any successor or parent corporation thereto. (i) "Director Emeritus" shall mean a person serving as a director emeritus, advisory director, consulting director or other similar position as may be appointed by the Board of Directors of the Savings Bank or the Corporation from time to time. (j) "Disability" means any physical or mental impairment which renders the Participant incapable of continuing in the employment or service of the Savings Bank or the Parent in his then current capacity as determined by the Committee. (k) "Dividend Equivalent Rights" shall mean the rights to receive a cash payment in accordance with Section 9 of the Plan. (l) "Effective Date" shall mean the date specified in Section 12 hereof. (m) "Fair Market Value" shall mean: (i) if the Common Stock is traded otherwise than on a national securities exchange, then the Fair Market Value per Share shall be equal to the last sale price of such Common Stock on such date, or if there are no sales reported on such date then such Fair Market Value per Share shall be equal to the mean between the last bid and ask price of such Common Stock on such date or, if there is no bid and ask price on said date, then on the immediately prior business day on which there was a last sale price or last bid and ask price. If no such price is available, then the Fair Market Value shall be determined by the Committee in good faith; or (ii) if the Common Stock is listed on a national securities exchange, then the Fair Market Value per Share shall be equal to the last sale price of such Common Stock reported on such exchange on such date, or if there were no sales on said date, then the Fair Market Value shall be not less than the mean between the last bid and ask price on such date. (n) "Stock Option" shall mean an option to purchase shares of Common Stock granted pursuant to Section 8 hereof, which option is not intended to qualify under Section 422 of the Code as an incentive stock option. (o) "Optioned Stock" shall mean stock subject to a Stock Option granted pursuant to the Plan. (p) "Optionee" shall mean any person who receives a Stock Option or Award pursuant to the Plan. (q) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 424(e) and (g) of the Code. (r) "Participant" means any director of the Corporation or any Parent or Subsidiary of the Corporation who by the express terms of the Plan is granted an Award. (s) "Plan" shall mean the TF Financial Corporation 1996 Directors Stock Option Plan. A-2 (t) "Savings Bank" shall mean Third Federal Savings Bank, Newtown, Pennsylvania, or any successor corporation thereto. (u) "Share" shall mean one share of the Common Stock. (v) "Subsidiary" shall mean any present or future corporation which constitutes a "subsidiary corporation" as defined in Subsections 424(f) and (g) of the Code. 3. Shares Subject to the Plan. Except as otherwise required by the provisions of Section 10 hereof, the aggregate number of Shares with respect to which Awards may be made pursuant to the Plan shall not exceed 25,000 shares of Common Stock. Such Shares may either be from authorized but unissued shares, treasury shares or shares purchased in the market for Plan purposes. If an Award shall expire, become unexercisable, or be forfeited for any reason prior to its exercise, new Awards may be granted under the Plan with respect to the number of Shares as to which such expiration has occurred. 4. Six Month Holding Period. Except in the event of death or disability of the Optionee, a minimum of six months must elapse between the date of the grant of an Option and the date of the sale of the Common Stock received through the exercise of such a Stock Option. 5. Administration of the Plan. (a) Composition of the Committee. The Plan shall be administered by a the Committee which shall consist of at least three non-employee Directors of the Corporation appointed by the Board and serving at the pleasure of the Board. (b) Powers of the Committee. The Committee is authorized (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In no event may the Committee revoke outstanding Awards without the consent of the Participant. The President of the Corporation and such other officers as shall be designated by the Committee are hereby authorized to execute written agreements evidencing Awards on behalf of the Corporation and to cause them to be delivered to the Participants. Such agreements shall set forth the Option exercise price, the number of shares of Common Stock subject to such a Stock Option, the expiration date of such a Stock Options, and such other terms and restrictions applicable to such Award as are determined in accordance with the Plan or the actions of the Committee. A-3 (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. 6. Eligibility for Awards and Limitations. Stock Options under the Plan shall be granted in accordance with Section 8 of the Plan to non-employee Directors of the Corporation and the Savings Bank. 7. Term of the Plan. The Plan shall continue in effect for a term of ten (10) years from the Effective Date, unless sooner terminated pursuant to Section 14 hereof. No Stock Option shall be granted under the Plan after ten (10) years from the Effective Date. 8. Terms and Conditions of Stock Options. Each Stock Option granted pursuant to the Plan shall be evidenced by an instrument in such form as the Committee shall from time to time approve. Each Stock Option granted pursuant to the Plan shall comply with and be subject to the following terms and conditions. (a) Option Price. The exercise price per Share of Common Stock for each Stock Option granted pursuant to the Plan shall be equal to the Fair Market Value of such Common Stock on the Effective Date as determined by the Committee in good faith. (b) Awards. Upon the Effective Date, the following non-employee Director(s) of the Corporation and the Savings Bank shall be granted a Stock Option to purchase shares of Common Stock as follows: Director Number of Shares Subject to Options -------- ----------------------------------- Dusek 6,000 Gola 6,000 Olsen 6,000 Gregory 1,400 Happ 1,400 Tantala 1,400 Mazur 1,400 Yerkes 1,400 (c) Term. The term of exercisability of each Stock Option granted pursuant to the Plan shall be ten (10) years from the Effective Date. (d) Exercise Generally. The Committee may impose additional conditions upon the right of any Participant to exercise any Stock Option granted hereunder which is not inconsistent with the terms of the Plan. Except as otherwise provided by the terms of the Plan or by action of the Committee at the time of the grant of the Options, the Options will be first exercisable as of the date of grant. A-4 (e) Payment. Full payment for each Share of Common Stock purchased upon the exercise of any Stock Option granted under the Plan shall be made at the time of exercise of each such Stock Option and shall be paid in cash (in United States Dollars), Common Stock or a combination of cash and Common Stock. Common Stock utilized in full or partial payment of the Option exercise price shall be valued at its Fair Market Value at the date of exercise. The Corporation shall accept full or partial payment in Common Stock only to the extent permitted by applicable law. No Shares of Common Stock shall be issued until full payment has been received by the Corporation and no Optionee shall have any of the rights of a stockholder of the Corporation until the Shares of Common Stock are issued to the Optionee. (f) Cashless Exercise. An Optionee who has held a Stock Option for at least six months may engage in the "cashless exercise" of the Option. Upon a cashless exercise, an Optionee gives the Corporation written notice of the exercise of the Stock Option together with an order to a registered broker-dealer or equivalent third party, to sell part or all of the Optioned Stock and to deliver enough of the proceeds to the Corporation to pay the Option exercise price and any applicable withholding taxes. If the Optionee does not sell the Optioned Stock through a registered broker-dealer or equivalent third party, the Optionee can give the Corporation written notice of the exercise of the Option and the third party purchaser of the Optioned Stock shall pay the Option exercise price plus any applicable withholding taxes to the Corporation. (g) Transferability. Any Stock Option granted pursuant to the Plan shall be exercised during an Optionee's lifetime only by the Optionee to whom it was granted and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution. (h) Exercisability Following Death. In the event of the death of an Optionee, any Stock Options granted to such Optionee may thereafter be exercised by the person or persons to whom the Optionee's rights under any such Stock Options pass by will or by the laws of descent and distribution (including the Optionee's estate during the period of administration) at any time prior to the normal expiration date of such Option. At the discretion of the Committee, upon exercise of such Options, the Optionee may receive Shares or cash or a combination thereof. If cash shall be paid in lieu of Shares, such cash shall be equal to the difference between the Fair Market Value of such Shares and the exercise price of such Options on the exercise date. 9. Dividend Equivalent Rights. Each Stock Option awarded in accordance with the Plan shall include as a term of such Stock Option, the right of the Optionee to receive Dividend Equivalent Rights. Such rights shall provide that upon the payment of a dividend on the Common Stock, the holder of such Options shall receive payment of compensation in an amount equivalent to the dividend payable as if such Options had been exercised and such Common Stock held as of the dividend record date. Such rights shall expire upon the expiration or exercise of such underlying Options. Such rights are non-transferable and shall attach to Options whether or not such Options are immediately exercisable. 10. Recapitalization, Merger, Consolidation, Change in Control and Other Transactions. (a) Adjustment. Subject to any required action by the stockholders of the Corporation, within the sole discretion of the Committee, the aggregate number of Shares of Common Stock for which Options may be granted hereunder, the number of Shares of Common Stock covered by each outstanding Option, and the exercise price per Share of Common Stock of each such Option, shall all be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares of A-5 Common Stock resulting from a subdivision or consolidation of Shares (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such Shares of Common Stock effected without the receipt or payment of consideration by the Corporation (other than Shares held by dissenting stockholders). (b) Change in Control. All outstanding Awards shall become immediately exercisable in the event of a Change in Control of the Corporation, as determined by the Committee. In the event of such a Change in Control, the Committee and the Board of Directors will take one or more of the following actions to be effective as of the date of such Change in Control: (i) provide that such Options shall be assumed, or equivalent options shall be substituted, ("Substitute Options") by the acquiring or succeeding corporation (or an affiliate thereof), provided that: (A) any such Substitute Options exchanged for Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, and (B) the shares of stock issuable upon the exercise of such Substitute Options shall constitute securities registered in accordance with the Securities Act of 1933, as amended, ("1933 Act") or such securities shall be exempt from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered Securities"), or in the alternative, if the securities issuable upon the exercise of such Substitute Options shall not constitute Registered Securities, then the Optionee will receive upon consummation of the Change in Control transaction a cash payment for each Option surrendered equal to the difference between (1) the Fair Market Value of the consideration to be received for each share of Common Stock in the Change in Control transaction times the number of shares of Common Stock subject to such surrendered Options, and (2) the aggregate exercise price of all such surrendered Options, or (ii) in the event of a transaction under the terms of which the holders of the Common Stock of the Corporation will receive upon consummation thereof a cash payment (the "Merger Price") for each share of Common Stock exchanged in the Change in Control transaction, to make or to provide for a cash payment to the Optionees equal to the difference between (A) the Merger Price times the number of shares of Common Stock subject to such Options held by each Optionee (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such surrendered Options in exchange for such surrendered Options. (c) Extraordinary Corporate Action. Notwithstanding any provisions of the Plan to the contrary, subject to any required action by the stockholders of the Corporation, in the event of any Change in Control, recapitalization, merger, consolidation, exchange of Shares, spin-off, reorganization, tender offer, partial or complete liquidation or other extraordinary corporate action or event, the Committee, in its sole discretion, shall have the power, prior or subsequent to such action or event to: (i) appropriately adjust the number of Shares of Common Stock subject to each Option, the Option exercise price per Share of Common Stock, and the consideration to be given or received by the Corporation upon the exercise of any outstanding Option; (ii) cancel any or all previously granted Options, provided that appropriate consideration is paid to the Optionee in connection therewith; and/or (iii) make such other adjustments in connection with the Plan as the Committee, in its sole discretion, deems necessary, desirable, appropriate or advisable. A-6 Except as expressly provided in Sections 10(a), 10(b) and 10(e) hereof, no Optionee shall have any rights by reason of the occurrence of any of the events described in this Section 10. (d) Acceleration. The Committee shall at all times have the power to accelerate the exercise date of Options previously granted under the Plan. (e) Non-recurring Dividends. Upon the payment of a special or non-recurring cash dividend that has the effect of a return of capital to the stockholders, the Option exercise price per share shall be adjusted proportionately, except to the extent that the Participant shall otherwise receive payments associated with Dividend Equivalent Rights attributable to such Options with regard to such special or non-recurring cash dividends. 11. Date of Granting Options. The date of grant of an Option under the Plan shall, for all purposes, be the date on which the Plan is adopted by the Board of the Corporation. Notice of the grant of an Option shall be given to each individual to whom an Option is so granted within a reasonable time after the date of such grant in a form determined by the Committee. 12. Effective Date. The Plan shall become effective upon the date of adoption of the Plan by the Board of the Corporation. 13. Modification of Options. At any time and from time to time, the Board may authorize the Committee to direct the execution of an instrument providing for the modification of any outstanding Option, provided no such modification, extension or renewal shall confer on the holder of said Option any right or benefit which could not be conferred on the Optionee by the grant of a new Option at such time, or shall not materially decrease the Optionee's benefits under the Option without the consent of the holder of the Option, except as otherwise permitted under Section 14 hereof. 14. Amendment and Termination of the Plan. (a) Action by the Board. The Board may alter, suspend or discontinue the Plan, except that no action of the Board may increase (other than as provided in Section 10 hereof) the maximum number of Shares permitted to be issued under the Plan. (b) Change in Applicable Law. Notwithstanding any other provision contained in the Plan, in the event of a change in any federal or state law, rule or regulation which would make the exercise of all or part of any previously granted Option unlawful or subject the Corporation to any penalty, the Committee may restrict any such exercise without the consent of the Optionee or other holder thereof in order to comply with any such law, rule or regulation or to avoid any such penalty. 15. Conditions Upon Issuance of Shares; Limitations on Option Exercise; Cancellation of Option Rights. (a) Shares shall not be issued with respect to any Option granted under the Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of applicable law, including, without limitation, the Securities Act of 1933, as amended, ("1933 Act") the rules and regulations promulgated thereunder, including Rule 144 of the 1933 Act, any applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed. A-7 (b) The inability of the Corporation to obtain any necessary authorizations, approvals or letters of non-objection from any regulatory body or authority deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Corporation of any liability in respect of the non-issuance or sale of such Shares. (c) As a condition to the exercise of an Option, the Corporation may require the person exercising the Option to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law. (d) Notwithstanding anything herein to the contrary, upon the termination of employment or service of an Optionee by the Corporation or its Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by the Board of Directors, all Options held by such Participant shall cease to be exercisable as of the date of such termination of employment or service. (e) Upon the exercise of an Option by an Optionee (or the Optionee's personal representative), the Committee, in its sole and absolute discretion, may make a cash payment to the Optionee, in whole or in part, in lieu of the delivery of shares of Common Stock. Such cash payment to be paid in lieu of delivery of Common Stock shall be equal to the difference between the Fair Market Value of the Common Stock on the date of the Option exercise and the exercise price per share of the Option. Such cash payment shall be in exchange for the cancellation of such Option. Such cash payment shall not be made in the event that such transaction would result in liability to the Optionee or the Corporation under Section 16(b) of the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder. 16. Reservation of Shares. During the term of the Plan, the Corporation will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. 17. Unsecured Obligation. No Participant under the Plan shall have any interest in any fund or special asset of the Corporation by reason of the Plan or the grant of any Option under the Plan. No trust fund shall be created in connection with the Plan or any grant of any Option hereunder and there shall be no required funding of amounts which may become payable to any Participant. 18. Withholding Tax. The Corporation shall have the right to deduct from all amounts paid in cash with respect to the cashless exercise of Options and Dividend Equivalent Rights under the Plan any taxes required by law to be withheld with respect to such cash payments. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an Option, the Corporation shall have the right to require the Participant or such other person to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 19. No Employment Rights. No Director shall have a right to be selected as a Participant under the Plan. Neither the Plan nor any action taken by the Board or the Committee in administration of the Plan shall be construed as giving any person any rights of employment or retention as a Director or in any other capacity with the Corporation, the Savings Bank or other Subsidiaries. 20. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent that federal law shall be deemed to apply. A-8 EX-4.2 3 EXHIBIT 4.2 TO S-8 EXHIBIT 4.2 Form of Stock Option Agreement to be entered into with Optionees with respect to Non-Incentive Stock Options STOCK OPTION AGREEMENT ---------------------- FOR STOCK OPTIONS PURSUANT TO THE TF FINANCIAL CORPORATION 1996 DIRECTORS STOCK OPTION PLAN STOCK OPTIONS for a total of __________ shares of Common Stock, par value $.10 per share, of TF Financial Corporation (the "Company") is hereby granted to ________________________ (the "Optionee") at the price determined as provided in, and in all respects subject to the terms, definitions and provisions of the 1996 Directors Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged. Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended. 1. Option Price. The Option price is $14.75 for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option. 2. Exercise of Option. (a) Date of Exercisability. This Option shall be exercisable immediately upon the date of grant in accordance with provisions of the Plan. Notwithstanding any provisions in this Section 2, in no event shall this Option be exercisable prior to six months following the date of grant, except in the event of the death or disability of the Optionee. (b) Method of Exercise. This Option shall be exercisable by a written notice which shall: (i) State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons); (ii) Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel; (iii) Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and (iv) Be in writing and delivered in person or by certified mail to the Treasurer of the Company. Payment of the purchase price of any Shares with respect to which the Option is being exercised shall be by certified or bank cashier's or teller's check. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option. (c) Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation. 3. Non-transferability of Option. This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 4. Term of Option. This Option may not be exercised more than ten (10) years from the date of grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 5. Dividend Equivalent Rights. The Stock Options represented by this Agreement shall include the right of the Optionee to receive payment of dividend equivalent rights. Such rights shall provide that upon the payment of a cash dividend on the Common Stock, the holder of such Options shall receive payment of cash in an amount equivalent to the cash dividend payable as if such Options had been exercised and such Common Stock held as of the dividend record date. Such rights shall expire upon the expiration or exercise of such underlying Options. Such rights are non-transferable and shall attach to Options represented by this Agreement whether or not such Options are immediately exercisable. 6. Related Matters. Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options. TF Financial Corporation Date of Grant: May 21, 1996 By: ______________________________ ------------ John R. Stranford, President Attest: _____________________________ [SEAL] STOCK OPTION EXERCISE FORM -------------------------- PURSUANT TO THE TF FINANCIAL CORPORATION 1996 DIRECTORS STOCK OPTION PLAN ------------- (Date) TF Financial Corporation Dear Sir: The undersigned elects to exercise the Stock Option to purchase _______ shares, par value $.10, of Common Stock of TF Financial Corporation under and pursuant to a Stock Option Agreement dated _________, 19__. Delivered herewith is a certified or bank cashier's or teller's check and/or shares of Common Stock, valued at the fair market value of the stock on the date of exercise, as set forth below. $_______________ of cash or check _______________ of Common Stock $ Total =============== The name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows: Name _______________________________________________ Address ____________________________________________ Social Security Number _____________________________ Very truly yours, ________________ EX-5.1 4 EXHIBIT 5.1 TO S-8 EXHIBIT 5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the validity of the Common Stock being registered MALIZIA, SPIDI, SLOANE & FISCH, P.C. One Franklin Square 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 Telephone: (202) 434-4660 Telecopier: (202) 434-4661 July 31, 1996 Board of Directors TF Financial Corporation 3 Penns Trail Newtown, Pennsylvania 18940 RE: Registration Statement on Form S-8: ---------------------------------- TF Financial Corporation 1996 Directors Stock Option Plan Gentlemen: We have acted as special counsel to TF Financial Corporation, a State of Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, relating to 25,000 shares of common stock, par value $.10 per share (the "Common Stock") of the Company which may be issued upon the exercise of options (the "Options") granted or which may be granted under the TF Financial Corporation 1996 Directors Stock Option Plan (the "Plan"), as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to the exercise of options granted under and in accordance with the terms of the Plan will be duly and validly issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 and to references to our firm included under the caption "Legal Opinion" in the Prospectus which is a part of the Registration Statement. Sincerely, /s/ Malizia, Spidi, Sloane & Fisch, P.C. Malizia, Spidi, Sloane & Fisch, P.C. Washington, D.C. EX-23.2 5 EXHIBIT 23.2 TO S-8 EXHIBIT 23.2 Consent of Independent Accountants CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ---------------------------------------------------- We have issued our report dated January 19, 1996 accompanying the consolidated financial statements of TF Financial Corporation and Subsidiaries appearing in the 1995 Annual Report of the Company to its shareholders included in the Annual Report on Form 10-K for the year ended December 31, 1995 which is incorporate by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. GRANT THORNTON LLP /s/ Grant Thornton LLP Philadelphia, Pennsylvania July 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----