s3d.htm
 
Registration No. 333-38970
Filed September 24, 2012
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
     
 
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
  
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Harleysville Savings Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania
  
23-3028464
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
     
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
 
Ronald B. Geib
President and Chief Executive Officer
Harleysville Savings Financial Corporation
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
Copies to:
Kenneth B. Tabach, Esq.
Eric M. Marion, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Approximate date of commencement of proposed sale to the public: Not applicable.
 
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] 
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ]
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
 
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
 
If this form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
 
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. (Check one):
 
  Large accelerated filer [ ]   Accelerated filer [ ]
  Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
 
 
 
DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-38970) (the “Registration Statement”) relates to the prior registration of 367,060 shares of common stock, par value $.01 per share, of Harleysville Savings Financial Corporation. (the “Company”) under the Company’s Dividend Reinvestment and Stock Purchase Plan.
 
The Company has terminated the registered offering of common stock of the Company pursuant to the Registration Statement under the Dividend Reinvestment and Stock Purchase Plan. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remained unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any.
 
 
 
 
 
 
 
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-3 and has duly caused this post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Harleysville, Commonwealth of Pennsylvania, on this 19th day of September 2012.
 
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
 
 
By: /s/ Ronald B. Geib               
Ronald B. Geib
President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Name
  
Title
  
Date
         
         
/s/ Edward J. Molnar   Chairman of the Board   September 19, 2012
Edward J. Molnar
        
         
         
/s/ Ronald B. Geib   Director, President and Chief Executive   September 19, 2012
Ronald B. Geib
  
Officer (principal executive officer)
    
         
         
/s/ Brendan J. McGill   Executive Vice President, Treasurer and   September 19, 2012
Brendan J. McGill
  
Chief Financial Officer (principal
   
    financial and accounting officer)    
         
/s/ Sanford L. Alderfer   Director   September 19, 2012
Sanford L. Alderfer
  
 
   
         
         
/s/ Mark R. Cummins*   Director   September 19, 2012
Mark R. Cummins        
         
 
 
 
Name   Title   Date
         
         
/s/ Thomas D. Clemens   Director   September 19, 2012
Thomas D. Clemens
        
         
         
/s/ Charlotte A. Hunsberger   Director   September 19, 2012
Charlotte A. Hunsberger
        
         
         
/s/ George W. Meschter   Director  
September 19, 2012
George W. Meschter
  
 
 
 
         
         
/s/ James L. Rittenhouse   Director   September 19, 2012
James L. Rittenhouse
  
 
 
 
         
 
 
 
________________
*By Ronald B. Geib, Attorney-in-fact.