UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
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First
Keystone Financial, Inc.
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(Exact
Name of Registrant as specified in its Articles of
Incorporation)
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(State
of incorporation)
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(IRS
Employer Identification No.)
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22
West State Street
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Media,
Pennsylvania 19063
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(Address
of principal executive offices, including zip code)
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First
Keystone Federal Savings Bank 401(k) Profit Sharing
Plan
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(Full
Title of the Plan)
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Hugh
J. Garchinsky
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Copies
to:
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President
and Chief
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Philip
Ross Bevan, Esq.
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Executive
Officer
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Elias,
Matz, Tiernan & Herrick L.L.P.
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First
Keystone Financial, Inc.
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734
15
th
Street, N.W., 11
th
Floor
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22
West State Street
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Washington,
D.C. 20005
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Media,
Pennsylvania 19063
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(202)
347-0300
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(610)
565-6210
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(Name,
address and telephone number of
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agent
for service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated
filer [ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company
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[X]
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(Do
not check if a smaller reporting company)
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CALCULATION OF REGISTRATION
FEE
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Title
of
Securities
to
be
Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(3)
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Proposed
Maximum
Aggregate
Offering
Price(3)
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Amount
of Registration Fee
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Common
Stock,
par
value
$.01
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70,000(2)
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$6.67
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$466,900
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$18.35
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(1) Together
with an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to First Keystone
Federal Savings Bank (the “Bank”) 401(k) Profit Sharing Plan (the “Plan”) as a
result of a stock split, stock dividend or similar adjustment of the outstanding
Common Stock of First Keystone Financial, Inc. (“Company” or the
“Registrant”).
(2) Represents
an estimate of such presently undeterminable number of shares as may be
purchased with employee contributions pursuant to the Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan described herein.
(3) Estimated
solely for the purpose of calculating the registration fee, which has been
calculated pursuant to Rule 457(c). The Proposed Maximum Offering
Price Per Share is equal to the average of the high and low prices of the Common
Stock on the Nasdaq Global Market System on February 13, 2009.
__________________________
EXPLANATORY
NOTE
First Keystone
Financial, Inc. (the “Company”) previously filed a Registration Statement on
Form S-8 registering shares of its common stock, $0.01 par value (“Common
Stock”), and related participation interests to be issued pursuant to the First
Keystone Federal Savings Bank 401(k) Profit Sharing Plan (the
“Plan”). The Registration on Form S-8 is filed by the Company for the
purpose of increasing the number of shares of Common Stock for which a
Registration Statement on Form S-8 of the Company relating to the Plan is
effective. This Registration Statement on Form S-8 relates to 70,000
shares of Common Stock, issuable pursuant to the
Plan.
Pursuant to General
Instruction E of Form S-8, the Company hereby incorporates by reference the
Registration Statement on Form S-8, including exhibits, previously filed by the
Registrant with the Securities and Exchange Commission on September 29, 1995
(File No. 33-97562), in connection with the Plan.
__________________________
This Registration
Statement shall become effective automatically upon the date of filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, and 17
C.F.R.
'
230.462.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of
Documents by Reference.
The following
documents filed or to be filed with the Securities and Exchange Commission (the
“Commission”) are incorporated by reference in this Registration
Statement:
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(a)
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The
Company’s Annual Report on Form 10-K for the year ended September 30,
2008.
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(b)
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The
Plan Annual Report on Form 11-K for the year ended December 31,
2007.
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(c)
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All
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”),
since the end of the fiscal year covered by the Form 10-K
referred to in clause (a) above.
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(d)
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The
description of the Common Stock of the Company contained in the Company’s
Registration Statement on Form 8-A filed with the Commission on December
29, 1994.
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(e)
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All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold.
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Any statement
contained in this Registration Statement, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
4. Description of
Securities.
Not applicable since
the Company’s Common Stock is registered under Section 12 of the Exchange
Act.
Item.
5. Interests of Named Experts and
Counsel.
Not
applicable.
Item
6. Indemnification of Directors
and Officers.
In accordance with
the Business Corporation Law of the Commonwealth of Pennsylvania, Article 8 of
the Registrant’s Amended and Restated Articles of Incorporation provide as
follows:
Article
8. Indemnification, etc. of Officers,
Directors, Employees and Agents.
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A.
Personal
Liability of Directors. A director of the Corporation shall not
be personally liable for monetary damages for any action taken, or any
failure to take any action, as a director except to the extent that by law
a director’s liability for monetary damages may not be
limited.
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B.
Indemnification. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, including actions by or in the right of the
Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the full extent
permissible under Pennsylvania law.
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C.
Advancement
of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article
8 may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the
Corporation.
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D.
Other
Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any insurance or other agreement, vote of
stockholders or directors or otherwise, both as to actions in their
official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such
person.
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E.
Insurance. The
Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of this Article 8.
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F.
Security
Fund; Indemnity Agreements. By action of the Board of Directors
(notwithstanding their interest in the transaction), the Corporation may
create and fund a trust fund or fund of any nature, and may enter into
agreements with its officers, directors, employees and agents for the
purpose of securing or insuring in any manner its obligation to indemnify
or advance expenses provided for in this Article
8.
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G.
Modification. The
duties of the Corporation to indemnify and to advance expenses to any
person as provided in this Article 8 shall be in the nature of a contract
between the Corporation and each such person, and no amendment or repeal
of any provision of this Article 8, and no amendment or termination of any
trust or other fund created pursuant to Section F of this Article 8, shall
alter to the detriment of such person the right of such person to the
advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment, repeal or
termination.
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H.
Proceedings
Initiated by Indemnified Persons. Notwithstanding any other
provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an
action, suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an
intervenor or amicus curiae by the person seeking indemnification unless
such initiation of or participation in the action, suit or proceeding is
authorized, either before or after its commencement, by the affirmative
vote of a majority of the directors in
office.
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Item
7. Exemption from
Registration Claimed.
Not applicable since
no restricted securities will be reoffered or resold pursuant to this
Registration Statement.
Item
8. Exhibits
The following
exhibits are filed with or incorporated by reference into this Registration
Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K):
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No.
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Exhibit
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Page
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4
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Common
Stock Certificate.
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*
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23
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Consent
of S.R. Snodgrass, A.C.
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E-1
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24
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Power
of attorney for any subsequent amendments
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(located in the signature pages of this
Registration
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Statement).
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--
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_____________
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*
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Incorporated
by reference from the Company’s Registration Statement on Form 8-A,
filed with the Commission on December 29,
1994.
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Item
9. Undertakings.
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) 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, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
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. That,
for the 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 Exchange Act 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.
5. 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 Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 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, 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 as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
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 Media, Commonwealth of Pennsylvania, on this 18th day of February
2009.