As filed with the Securities
and Exchange Commission on January 3, 2022
Registration
Nos. 333-204547
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333-201642
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333-182435
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333-168072
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333-144280
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333-143445
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333-119958
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333-76244
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333-57415
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033-61881
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033-83024
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033-12715
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1 TO:
Form S-8
Registration Statement No. 333-204547
Form S-8
Registration Statement No. 333-201642
Form S-8 Registration Statement No. 333-182435
Form S-8
Registration Statement No. 333-168072
Form S-8
Registration Statement No. 333-144280
Form S-8
Registration Statement No. 333-143445
Form S-8
Registration Statement No. 333-119958
Form S-8
Registration Statement No. 333-76244
Form S-8
Registration Statement No. 333-57415
Form S-8
Registration Statement No. 033-61881
Form S-8
Registration Statement No. 033-83024
Form S-8
Registration Statement No. 033-12715
UNDER
THE SECURITIES ACT OF 1933
Bryn Mawr
Bank Corporation
(WSFS Financial
Corporation as successor by merger to Bryn Mawr Bank Corporation)
(Exact name of
registrant as specified in charter)
Pennsylvania
(State or other jurisdiction of
incorporation or organization)
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23-2434506
(I.R.S. Employer
Identification No.)
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801 Lancaster
Avenue
Bryn
Mawr, Pennsylvania 19010
(610) 525-1700
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
Amended and
Restated Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan
Amended and
Restated 2005 Stock Incentive Plan of Continental Bank Holdings, Inc.
Stand-alone
Restricted Stock Agreements (Inducement Grants For New Employees), dated May 15, 2012
Bryn Mawr
Bank Corporation 2010 Long-Term Incentive Plan
Bryn Mawr
Bank Corporation 401(k) Plan (formerly the Thrift and Savings Plan)
Bryn Mawr
Bank Corporation 2007 Long-Term Incentive Plan
Bryn Mawr
Bank Corporation 2004 Stock Option Plan
Bryn Mawr
Bank Corporation 2001 Stock Option Plan
Bryn Mawr
Bank Corporation 1998 Stock Option Plan
Bryn Mawr
Bank Corporation Non-Employee Directors Stock Option Plan
(Full title of
the plans)
Rodger Levenson
Chairman,
President and Chief Executive Officer
WSFS Bank
Center
500 Delaware
Avenue
Wilmington,
Delaware, 19801
(302) 792-6000
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Frank M. Conner III
Christopher DeCresce
Charlotte May
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, D.C. 20001
(202) 662-6000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 1 relates to each of the following Registration Statements on Form S-8 (each, a “Registration
Statement” and collectively, the “Registration Statements”) filed with the Securities and Exchange Commission
by Bryn Mawr Bank Corporation, a Pennsylvania corporation (“Bryn Mawr” or the “Registrant”):
Registration Statement
on Form S-8, File No. 333-204547, filed on May 29, 2015, registering 500,000 shares of common stock, par value $1.00 per share,
of Bryn Mawr (“Bryn Mawr Common Stock”), for issuance under the Amended and Restated Bryn Mawr Bank Corporation 2010
Long-Term Incentive Plan.
Registration Statement
on Form S-8, File No. 333-201642, filed on January 22, 2015, registering 107,309 shares of Bryn Mawr Common Stock to be issued
and sold upon the exercise of options issued under the Amended and Restated 2005 Stock Incentive Plan of Continental Bank Holdings,
Inc. (“CBH”) assumed by Bryn Mawr upon the closing of the merger of CBH with and into Bryn Mawr.
Registration Statement
on Form S-8, File No. 333-182435, filed on June 29, 2012, registering 29,448 shares of Bryn Mawr Common Stock pursuant to stand-alone
Restricted Stock Agreements (Inducement Grants For New Employees), dated May 15, 2012, between Bryn Mawr and each of six individuals
as a material inducement to their employment with Bryn Mawr.
Registration Statement
on Form S-8, File No. 333-168072, filed on July 12, 2010, registering 445,002 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation 2010 Long-Term Incentive Plan.
Registration Statement
on Form S-8, File No. 333-144280, filed on July 2, 2007, registering 300,000 shares of Bryn Mawr Common Stock pursuant to the
Bryn Mawr Bank Corporation 401(k) Plan (formerly the Thrift and Savings Plan) (the “Bryn Mawr Bank Corporation 401(k) Plan”),
and an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described therein.
Registration Statement
on Form S-8, File No. 333-143445, filed on June 1, 2007, registering 428,996 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation 2007 Long-Term Incentive Plan.
Registration Statement
on Form S-8, File No. 333-119958, filed on October 26, 2004, registering 431,143 shares of Bryn Mawr Common Stock for issuance
under the Bryn Mawr Bank Corporation 2004 Stock Option Plan.
Registration Statement
on Form S-8, File No. 333-76244, filed on January 3, 2002, registering 192,663 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation 2001 Stock Option Plan.
Registration Statement
on Form S-8, File No. 333-57415, filed on June 22, 1998, registering 108,803 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation 1998 Stock Option Plan.
Registration Statement
on Form S-8, File No. 033-61881, filed on August 17, 1995, registering 20,000 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation Non-Employee Directors Stock Option Plan.
Registration Statement
on Form S-8, File No. 033-83024, filed on August 19, 1994, registering 54,430 shares of Bryn Mawr Common Stock for issuance under
the Bryn Mawr Bank Corporation 1986 Restated Stock Option and Stock Appreciation Rights Plan.
Registration Statement
on Form S-8, File No. 033-12715, filed on March 18, 1987, registering up to $500,000 in shares of Bryn Mawr Common Stock for issuance
in connection with the interests in The Bryn Mawr Trust Company Thrift and Savings Plan.
On
January 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of March 9, 2021, by and between WSFS Financial Corporation
(“WSFS”) and Bryn Mawr (the “Merger Agreement”), Bryn Mawr merged with and into WSFS (the “Merger”),
with WSFS as the surviving corporation and successor-by-merger to the plans described in the Registration Statements.
In
connection with the Merger, Bryn Mawr is terminating all offers and sales of its securities registered pursuant to its existing
registration statements under the Securities Act of 1933, as amended, including the Registration Statements. Accordingly, pursuant
to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment
any of the securities that remain unsold or unissued at the termination of the offering, Bryn Mawr hereby amends each Registration
Statement by deregistering all shares that remain unsold or unissued under such Registration Statement.
The foregoing
description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and
is subject to, and qualified in its entirety by the Merger Agreement, which is included as Annex A in the Registrant’s Schedule
14A filed with the SEC on May 6, 2021.
SIGNATURES
The
Registrant.
Pursuant
to the requirements of the Securities Act of 1933, Bryn Mawr Bank Corporation 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 Post-Effective Amendment No. 1 to each of
the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilmington,
State of Delaware, on this 3rd day of January, 2022.
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WSFS FINANCIAL CORPORATION
as successor-in-interest to Bryn Mawr Bank Corporation
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By:
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/s/ Dominic C. Canuso
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Dominic C. Canuso
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Executive Vice President and Chief Financial
Officer
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No other
person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 of the
Securities Act.
The
Plan.
Pursuant
to the requirements of the Securities Act of 1933, the Bryn Mawr Bank Corporation 401(k) Plan have duly caused this Post-Effective
Amendment No. 1 with respect to the Bryn Mawr Bank Corporation 401(k) Plan Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in city of Wilmington, State of Delaware, on this 3rd day of January, 2022.
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BRYN MAWR BANK CORPORATION
401(K) PLAN
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By: WSFS Financial Corporation,
as successor-in-interest to Bryn Mawr Bank Corporation, Plan Sponsor
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By:
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/s/ Dominic C. Canuso
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Dominic C. Canuso
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Executive Vice President and Chief Financial
Officer
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