SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TFS Financial Corporation
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(Exact Name of Registrant as Specified in Its Charter)
United States 52-2054948
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
7007 Broadway Avenue
Cleveland, Ohio 44105
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [x] box. [ ]
Securities Act registration statement file number to which this form
relates: 333-139295
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Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share The Nasdaq Stock Market, LLC
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(Title of Class) (Name of Each Exchange on Which
Each Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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For a description of the Registrant's securities, reference is made to
"Description of Capital Stock of TFS Financial Corporation" "Our Policy
Regarding Dividends" and "Market for the Common Stock" in the Registrant's
Registration Statement on Form S-1, as amended (File No. 333-139295), which is
hereby incorporated by reference. For a description of the provisions of the
Registrant's Charter and Bylaws that may render a change in control of the
Registrant more difficult, reference is made to "Restrictions on the Acquisition
of TFS Financial Corporation and Third Federal Savings and Loan Association of
Cleveland" in the Registrant's prospectus.
Item 2. Exhibits.
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1. Registration Statement on Form S-1 (Registration Number 333-139295) dated
December 13, 2006, as amended on January 29, 2007, February 9, 2007 and
March 28, 2007 is hereby incorporated by reference.
2. Amended and Restated Federal Charter (incorporated by reference to Exhibit
3.2 of the Registration Statement on Form S-1 as filed on December 13,
2006, as amended on January 29, 2007, February 9, 2007 and March 28, 2007).
3. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of
the Registration Statement on Form S-1 as filed on December 13, 2006, as
amended on January 29, 2007, February 9, 2007 and March 28, 2007).
4. Specimen Stock Certificate (incorporated by reference to Exhibit 4 of the
Registration Statement on Form S-1 as filed on December 13, 2006, as
amended on January 29, 2007, February 9, 2007 and March 28, 2007).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934 the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TFS FINANCIAL CORPORATION
Date: March 29, 2007 By: /s/ David S. Huffman
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David S. Huffman
Chief Financial Officer
(Duly Authorized Representative)