UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 15, 2007
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Harleysville Savings Financial Corporation
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-29709 23-3028464
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
271 Main Street, Harleysville, Pennsylvania 19438
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (215) 256-8828
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
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Fiscal Year.
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On August 15, 2007, the Board of Directors of Harleysville Savings
Financial Corporation (the "Company") adopted amendments to certain provisions
of Article VII, Section 7.1 and 7.2 of the Company's Bylaws and amended Article
IV of the Company's Articles of Incorporation to insert a new subsection E (the
"Amendments"). The purpose of the Amendments is to make the Company's common
stock eligible for participation in a Direct Registration Program operated by a
clearing agency (such as the one offered by the Depository Trust Company), as
required pursuant to NASDAQ Marketplace Rule 4350(1), as recently amended. To be
eligible for a Direct Registration Program, the Company's common stock must
qualify as "eligible securities," meaning that the Company must permit
electronic direct registration of the common stock in an investor's name on the
books of the transfer agent or the Company, and similarly allow the common stock
to be transferred between a transfer agent and broker. Accordingly, the
Amendments were adopted to provide for a system of issuance, recordation and
transfer of the Company's common stock by electronic or other means not
involving any issuance of physical certificates.
The Amended and Restated Articles of Incorporation and the Amended and
Restated Bylaws, which are attached to this Current Report as Exhibits 3.1 and
3.2, respectively, are incorporated herein by reference. The description of the
Amendments is qualified in its entirety by reference to Exhibits 3.1 and 3.2.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable
(d) The following exhibits are included with this Report:
Exhibit No. Description
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3.1 Amended and Restated Articles of Incorporation of
Harleysville Savings Financial Corporation
3.2 Amended and Restated Bylaws of Harleysville Savings
Financial Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
By: /s/ Brendan J. McGill
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Name: Brendan J. McGill
Title: Senior Vice President and Chief Financial Officer
Date: August 17, 2007
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