UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Eureka Financial Corp.
and
Eureka Bank Retirement Savings Plan

(Exact name of registrant as specified in its charter)

Maryland		6035		26-3671639
State or other jurisdiction of		(Primary Standard Industrial		(IRS Employer Identification No.)
incorporation or organization		Classification Code Number)

3455 Forbes Avenue
Pittsburgh, Pennsylvania 15213
(412) 681-8400

including area code, of registrant’s principal executive offices)

Edward F. Seserko
President and Chief Executive Officer
Eureka Financial Corp.
3455 Forbes Avenue
Pittsburgh, Pennsylvania 15213
(412) 681-8400

including area code, of agent for service)

Paul M. Aguggia, Esq.		James Fleischer, Esq.
Scott A. Brown, Esq.		Beth Freedman, Esq.
Kilpatrick Stockton LLP		Silver Freedman & Taff, L.L.P.
607 14th Street, NW, Suite 900		3299 K Street, NW, Suite 100
Washington, DC 20005		Washington, DC 20007
(202) 508-5800		(202) 295-4500

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     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, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

     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. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o

     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.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company þ

				Proposed maximum
	Title of each class of securities to be registered			Aggregate offering price (1)			Amount of Registration fee
	Common Stock $0.01 par value			$18,273,230			(2)
	Participation Interests (3)			—			—

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

EUREKA BANK RETIREMENT SAVINGS PLAN
OFFERING OF PARTICIPATION INTERESTS IN
UP TO 67,520 SHARES OF
EUREKA FINANCIAL CORP.
COMMON STOCK ($0.01 PAR VALUE)

     This prospectus supplement relates to the offer and sale to participants in the Eureka Bank Retirement Savings Plan (the “401(k) Plan”) of participation interests in shares of common stock of Eureka Financial Corp., a new Maryland corporation. Eureka Financial Corp. is offering common stock in connection with the conversion of Eureka Bank from the mutual holding company form of organization to the stock form.

     In connection with the stock offering, Eureka Bank has amended the 401(k) Plan to allow participants to direct the 401(k) Plan trustees to use up to 100% of their current account balances (excluding funds already invested in Eureka Financial common stock) to make a one-time election to purchase shares of Eureka Financial common stock through the Eureka Financial Stock Fund. Based on the value of the 401(k) Plan assets as of September 28, 2010, the 401(k) Plan trustees may purchase up to 67,520 shares of Eureka Financial common stock at a purchase price of $10.00 per share. This prospectus supplement relates to the 401(k) Plan participants one-time election to direct the 401(k) Plan trustees to invest up to 100% of their 401(k) Plan account balances (excluding funds already invested in Eureka Financial common stock) in Eureka Financial common stock.

     The Eureka Financial prospectus dated _________, 2010, which we have attached to this prospectus supplement, includes detailed information regarding the offering of shares of Eureka Financial common stock and the financial condition, results of operations and business of Eureka Financial. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep it for future reference.

     Please refer to “Risk Factors” beginning on page ___ of the prospectus.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance
Corporation, nor any other state or federal agency or any state securities commission, has approved or
disapproved these securities. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by Eureka Financial of interests or shares of common stock under the 401(k) Plan in the offering. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the 401(k) Plan.

     You should rely only on the information contained in this prospectus supplement and the attached prospectus. Neither Eureka Financial, Eureka Bank nor the 401(k) Plan have authorized anyone to provide you with information that is different.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Eureka Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is ________________, 2010.

TABLE OF CONTENTS

		Page
THE OFFERING			1
Securities Offered			1
Election to Purchase Eureka Financial Common Stock in the Stock Offering			1
Value of Participation Interests			2
Method of Directing Transfer			2
Time for Directing Transfer			2
Irrevocability of Investment Directions			3
Purchase Price of Eureka Financial Common Stock			3
Nature of a Participant’s Interest in Eureka Financial Common Stock			3
Voting and Tender Rights of Eureka Financial Common Stock			3
DESCRIPTION OF THE 401(k) PLAN			3
Introduction			3
Eligibility and Participation			4
Contributions Under the 401(k) Plan			4
Limitations on Contributions			4
401(k) Plan Investments			5
Restrictions on the Eureka Financial Stock Fund			5
Benefits Under the 401(k) Plan			6
Withdrawals and Distributions from the 401(k) Plan			6
ADMINISTRATION OF THE 401(k) PLAN			6
Trustees			6
Reports to 401(k) Plan Participants			7
Plan Administrator			7
Amendment and Termination			7
Merger, Consolidation or Transfer			7
Federal Income Tax Consequences			7
Restrictions on Resale			8
SEC Reporting and Short-Swing Profit Liability			9
Financial Information on Plan Assets			10
LEGAL OPINION			10

THE OFFERING

Securities Offered

     The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. Given the stock offering price of $10.00 per share and the value of the 401(k) Plan assets, the 401(k) Plan trustees may acquire up to 67,520 shares of Eureka Financial common stock in the stock offering. Certain subscription rights and purchase limitations govern your investment in the Eureka Financial Stock Fund in connection with the stock offering. See “The Conversion and Offering — Subscription Offering and Subscription Rights” and “— Limitations on Purchases of Shares” in the prospectus attached to this prospectus supplement for further discussion of these subscription rights and purchase limitations.

     The shares of Eureka Financial common stock currently held in the 401(k) Plan will automatically be exchanged for shares of Eureka Financial Corp., a new Maryland corporation, pursuant to an exchange ratio as more fully described in the prospectus attached to this prospectus supplement. See “The Conversion and Offering—Share Exchange Ratio for Current Shareholders.” Any new shares you purchase in the stock offering will be added to the shares that you receive in the exchange described above. All of these shares will be maintained in the Eureka Financial Stock Fund.

     This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the stock offering and the financial condition, results of operations and business of Eureka Financial. The address of the principal executive office of Eureka Bank is 3455 Forbes Avenue, Pittsburgh, Pennsylvania 15213. The telephone number of Eureka Bank is (412) 681-8400.

Election to Purchase Eureka Financial Common Stock in Stock Offering

     In connection with the stock offering, you may make a one-time investment election to direct the 401(k) Plan trustees to use up to 100% of your account balance (excluding your current investment in the Eureka Financial Stock Fund) to subscribe for shares in the stock offering. The blue Investment Election Form provided with this prospectus supplement must be completed and submitted to Edward F. Seserko by ____________, 2011, to participate in stock offering using your 401(k) Plan funds. Once you have submitted your Investment Election Form it is irrevocable. See “Irrevocability of Investment Directions.”

     All plan participants (current and former employees) are eligible to use their 401(k) Plan funds to subscribe for shares of Eureka Financial common stock in the stock offering, however, participant requests to purchase Eureka Financial common stock are subject to subscription rights, purchase priorities and purchase limitations. If you are eligible to subscribe for shares in the subscription offering, your order will be filled in the following order of priority:

	1.		Persons with deposits in Eureka Bank with balances of $50 or more (“qualifying deposits”) as of the close of business on June 30, 2009 (“eligible account holders”).
	2.		Persons with qualifying deposits in Eureka Bank as of the close of business on September 30, 2010 who are not eligible account holders, excluding our officers, directors and their associates (“supplemental eligible account holders”).

3.

Depositors of Eureka Bank as of the close of business on _____________________, 2010, who are not eligible or supplemental eligible account holders (“other members”).

     The limitations on the total amount of Eureka Financial common stock that you may purchase in the stock offering, as described in the prospectus (see “The Conversion and Offering — Limitations on Purchases of Shares”) will be calculated based on the aggregate amount that you subscribed for: (1) through your 401(k) Plan accounts; and (2) through your sources of funds outside of the 401(k) Plan by placing an order in the stock offering using a Stock Order Form. Whether you place an order through the 401(k) Plan, outside the plan or both, the number of shares of Eureka Financial common stock, if any, that you receive will be determined based on the total number of subscriptions, your purchase priority and the allocation priorities set forth in the attached prospectus. If, as a result of the calculation, you are allocated insufficient shares to fill all of your orders, available shares will be allocated as described in “The Conversion and Offering — Subscription Offering and Subscription Rights” in the prospectus. Available shares will be allocated between your 401(k) Plan order and your order outside of the 401(k) Plan.

Value of Participation Interests

     As of September 28, 2010, the market value of the 401(k) Plan assets (less those assets already invested in Eureka Financial common stock) equaled approximately $675,200. The plan administrator has informed each participant of the value of his or her beneficial interest in the 401(k) Plan. The value of 401(k) Plan assets represents past contributions made to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less previous withdrawals and loans. Participants will be able to use up to 100% of their 401(k) Plan account balances (which are not already invested in Eureka Financial common stock) to purchase shares in the stock offering through the Eureka Financial Stock Fund.

Method of Directing Transfer

     To facilitate your investment in the Eureka Financial Stock Fund in connection with the stock offering, you must complete, sign and submit the blue form included with this prospectus supplement (the “Investment Form”). To invest in the Eureka Financial Stock Fund you must direct the plan trustees to transfer a fixed dollar amount from your 401(k) Plan funds currently invested in Eureka Bank certificates of deposit to a passbook account at Eureka Bank. The 401(k) Plan trustees will use the funds transferred to the passbook account to subscribe for shares of Eureka Financial common stock in the stock offering. The minimum investment in the Eureka Financial Stock Fund during the stock offering is $250 and the maximum investment is $300,000 for orders placed through the 401(k) Plan, plus orders placed outside the 401(k) Plan. If you do not wish to invest in the Eureka Financial Stock Fund at this time, you do not need to take any action.

Time for Directing Transfer

     Your Investment Form must be received by Edward F. Seserko by 12:00 noon on ___, 2011. Current Eureka Bank employees should return their forms through inter-office mail. Former Eureka Bank employees who are participants in the 401(k) Plan should return their forms using the business reply envelope that has been provided.

     If you have any questions regarding the Eureka Financial Stock Fund or completing the Investment Form, please contact Edward F. Seserko at (412) 681-8400.

     Questions about the stock offering or about the prospectus should be directed to the Stock Information Center, toll-free, at (___) ___.

Irrevocability of Investment Directions

     Once you have submitted your Investment Election Form to Edward F. Seserko, you cannot change your instructions to invest in the Eureka Financial Stock Fund.

Purchase Price of Eureka Financial Common Stock

     The plan trustees will pay $10.00 per share, which is the same price for shares of Eureka Financial common stock as all other persons who purchase shares of Eureka Financial common stock in the stock offering. If there is not enough common stock available in the stock offering to fill all subscriptions, the common stock will be allocated as described in “The Conversion and Offering — Subscription Offering and Subscription Rights” and the trustees may not be able to purchase all of the common stock you requested. If you elect, the plan trustees will purchase shares on your behalf after the completion of the stock offering in the open market to fulfill the shares remaining from your initial request. If you elect to direct the plan trustees to purchase shares in the open market you will not be able to direct the plan trustees as to the timing or price to be paid for the common stock. The plan trustees have sole discretion regarding the manner in which it will fill open market purchases. The plan trustees may make such purchases at prices higher or lower than the $10.00 offering price and, therefore, you may receive more or less shares than initially requested.

Nature of a Participant’s Interest in Eureka Financial Common Stock

     The plan trustees will hold Eureka Financial common stock in the name of the 401(k) Plan. The 401(k) Plan trustees will credit shares of Eureka Financial common stock acquired at your direction to your account under the 401(k) Plan. Therefore, the investment designations of other 401(k) Plan participants will not affect earnings on your 401(k) Plan account.

Voting and Tender Rights of Eureka Financial Common Stock

     The plan trustees generally will exercise voting and tender rights attributable to all Eureka Financial common stock held by the Eureka Financial Stock Fund.

DESCRIPTION OF THE 401(k) PLAN

Introduction

     Eureka Bank adopted the 401(k) Plan effective July 1, 1995 and amended and restated the plan in its entirety effective January 1, 2009. In addition, Eureka Bank recently amended the 401(k) Plan to permit participants to make a one-time election to invest in Eureka Financial Common Stock using funds held in the 401(k) Plan. Eureka Bank intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended, or “ERISA.” Eureka Bank may change the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Eureka Bank may also amend the 401(k) Plan from time to time in the future to add, modify, or eliminate certain features of the plan, as it sees fit. Federal law provides you with various rights and protections as a participant in the 401(k) Plan, which is governed by ERISA. However, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.

     Reference to Full Text of the Plan. The following portions of this prospectus supplement summarize the material provisions of the 401(k) Plan. Eureka Bank qualifies this summary in its entirety by reference to the full text of the 401(k) Plan. You may obtain copies of the 401(k) Plan document including any amendments to the plan and a summary plan description, by contacting Edward F. Seserko at (412) 681-8400. You should carefully read the 401(k) Plan documents to understand your rights and obligations under the plan.

Eligibility and Participation

     If you are an eligible employee who has completed one year of service with Eureka Bank and has attained age of 21 you will become a participant in the 401(k) Plan on the entry date following or coincident with the date you satisfy the 401(k) Plan eligibility requirements.

     As of September 28, 2010, 14 of the 15 eligible employees of Eureka Bank participated in the 401(k) Plan.

Contributions Under the 401(k) Plan

     Employee Pre-Tax Salary Deferrals. Subject to certain Internal Revenue Service limitations, the 401(k) Plan permits each participant to make pre-tax salary deferrals to the 401(k) Plan each payroll period of up to 100% of the participant’s compensation. Compensation for 401(k) Plan purposes is generally defined as your total compensation that is subject to income tax and paid to you by the Bank, excluding overtime, commissions, discretionary bonuses and other bonuses. In addition to 401(k) Plan contributions, you may make “catch up” contributions if you are currently age 50 or will be 50 before the end of the calendar year.

     Eureka Bank Matching Contributions. The 401(k) Plan provides that Eureka Bank may make matching contributions on behalf of each participant. Eureka Bank makes matching contributions only to those participants who actively defer a percentage of their compensation into the 401(k) Plan.

     Rollover Contributions. Eureka Bank allows employees who receive a distribution from a previous employer’s tax-qualified employee benefit plan to deposit that distribution into a Rollover Contribution account under the 401(k) Plan, provided the rollover contribution satisfies Internal Revenue Service requirements.

Limitations on Contributions

     Limitation on Employee Salary Deferrals. By law your total deferrals under the 401(k) Plan, together with similar plans, may not exceed $16,500 for 2010 and 2011. Employees who are age 50 and over may also make additional “catch-up” contributions to the plan, up to a maximum of $5,500 for 2010 and 2011. The Internal Revenue Service periodically increases these limitations. A participant who exceeds these limitations must include any excess deferrals in gross income for federal income tax purposes in the year of deferral. In addition, the participant must pay federal income taxes on any excess deferrals when distributed by the 401(k) Plan to the participant, unless the plan distributes the excess deferrals and any related income no later than the first April 15th following the close of the taxable year in which the participant made the excess deferrals. Any income on excess deferrals distributed before such date is treated, for federal income tax purposes, as earned and received by the participant in the taxable year of the distribution.

     Limitation on Annual Additions and Benefits. As required by the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (annual additions) credited to a

participant during any year under all defined contribution plans of Eureka Bank (including the 401(k) Plan and the Eureka Bank Employee Stock Ownership Plan) may not exceed the lesser of 100% of the participant’s annual compensation or $49,000 for 2010.

     Limitation on Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of pre-tax and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees, in relation to the amount of pre-tax and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If pre-tax and matching contributions exceed these limitations, the plan must adjust the contribution levels for highly compensated employees.

     In general, a highly compensated employee includes any employee who (1) was a five percent owner of the sponsoring employer at any time during the year or the preceding year, or (2) had compensation for the preceding year in excess of $110,000 and, if the sponsoring employer so elects, was in the top 20% of employees by compensation for such year. The preceding dollar amount may be adjusted periodically by the IRS.

401(k) Plan Investments

     Currently the 401(k) Plan assets are invested in certificates of deposits with varying maturities with an average interest rate of 3% and Eureka Financial common stock through the Eureka Financial Stock Fund.

     The Eureka Financial Stock Fund consists of investments in the common stock of Eureka Financial and a cash component, which represents the dividends paid on the common stock since the inception of the fund. The dividends are held in a passbook account at the Bank earning market rates of interest. The Eureka Stock Fund is a single stock mutual fund and carries more investment risk than a typical mutual fund, which invests in more than one security.

		Annual Rates of Return as of
		December 31,
		2009				2008				2007
Eureka Financial Stock Fund

     Once you have submitted your Investment Form to Edward F. Seserko you may not change your investment directions in the Stock Offering.

Restrictions on the Eureka Financial Stock Fund

     Generally, 401(k) Plan participants investing in the Eureka Financial Stock Fund may transfer out of the Stock Fund on a quarterly basis. However, if you are an officer of Eureka Bank that is restricted by the Office of Thrift Supervision (“OTS”) from selling shares acquired in the stock offering for one-year after the stock offering, the shares of Eureka Financial common stock purchased in the stock offering will not be tradable for one year from the closing date. However, any shares of Eureka Financial common stock you currently hold through the 401(k) Plan are not subject to the OTS one-year restriction. In addition, participants who are subject to Section 16(b) of the Securities and Exchange Act of 1934, as amended, are also subject to trading restrictions.

     It is anticipated that Eureka Financial common stock will be thinly traded, therefore, requests to liquidate all or a portion of your interest in the Eureka Financial Stock Fund may take up to _________ weeks

to facilitate. The 401(k) Plan trustees will use their best efforts to execute your trade request as soon as possible once it is submitted to ___.

Benefits Under the 401(k) Plan

     Vesting. All participants are 100% vested in their pre-tax salary deferrals (including catch-up contributions and rollover contributions. This means that participants have a non-forfeitable right to these funds and any earnings on the funds at all times. Plan participants vest 100% after three years of service in employer matching contributions credited to their accounts. Participants become 100% vested in their employer matching contributions upon termination of employment due to death, disability or normal retirement.

Withdrawals and Distributions from the 401(k) Plan

     Withdrawals Before Termination of Employment. While in active service, participants may take an in-service distribution. To qualify for an in-service distribution you must be at least 60 years old. In addition, in-service distributions can only be made from accounts that are 100% vested Participants may also take a hardship withdrawal from the plan, provided the participant has a hardship event as defined by the Internal Revenue Service regulations and subject to approval by the plan trustees. Plan loans are also permitted, subject to applicable law and Internal Revenue Service regulations. Please see the Plan Administrator for details on the loan policies and procedures.

     Distribution Upon Termination for Any Reason. If a Participant’s accounts are $1,000 or less upon termination of employment, payment will be in the form of a lump sum as of a valuation date as soon thereafter as administratively possible.

     Nonalienation of Benefits. Except with respect to federal income tax withholding, and as provided for under a qualified domestic relations order, benefits payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan will be void.

     Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the plan before your termination of employment with Eureka Bank. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Eureka Bank or after termination of employment.

ADMINISTRATION OF THE 401(k) PLAN

Trustees

     Gary B. Pepper and Edward F. Seserko serve as the trustees for the 401(k) Plan. The trustees receive, hold and invest the contributions to the 401(k) Plan in trust and distribute them to participants and beneficiaries in accordance with the terms of the 401(k) Plan and the directions of the plan administrator. The trustees are responsible for the investment of the trust assets.

Reports to 401(k) Plan Participants

     The plan administrator furnishes participants annual statements that show the balance in their accounts as of the statement date, contributions made to their accounts during that period and any additional adjustments required to reflect earnings or losses.

Plan Administrator

     Eureka Bank currently acts as plan administrator for the 401(k) Plan. The plan administrator: interprets the provisions of the plan; prescribes procedures for filing applications for benefits; prepares and distributes information explaining the plan; maintains plan records, books of account and all other data necessary for the proper administration of the plan; prepares and files all returns and reports required by the U.S. Department of Labor and the Internal Revenue Service and makes all required disclosures to participants, beneficiaries and others under ERISA.

Amendment and Termination

     Eureka Bank expects to continue the 401(k) Plan indefinitely. Nevertheless, Eureka Bank may terminate the 401(k) Plan at any time. If Eureka Bank terminates the 401(k) Plan in whole or in part, all affected participants become fully vested in their accounts, regardless of other provisions of the 401(k) Plan. Eureka Bank reserves the right to make, from time to time, changes that do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries. Eureka Bank may amend the plan, however, as necessary or desirable, to comply with ERISA or the Internal Revenue Code.

Merger, Consolidation or Transfer

     If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and either the 401(k) Plan or the other plan is subsequently terminated, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer that would equal or exceed the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had terminated at that time.

Federal Income Tax Consequences

     The following summarizes only briefly the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences of the 401(k) Plan. Statutory provisions change, as do their interpretation, and their application may vary in individual circumstances. Finally, applicable state and local income tax laws may have different tax consequences than the federal income tax laws. 401(k) Plan participants should consult a tax advisor with respect to any transaction involving the 401(k) Plan, including any distribution from the 401(k) Plan.

     As a “tax-qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including the following:

	(1)		the sponsoring employer may take an immediate tax deduction for the amount contributed to the plan each year;
	(2)		participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3)

earnings of the plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

     Eureka Bank administers the 401(k) Plan to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Eureka Bank should receive an adverse determination letter from the IRS regarding the 401(k) Plan’s tax exempt status, all participants would generally recognize income equal to their vested interests in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an Individual Retirement Account or to another qualified retirement plan, and Eureka Bank would be denied certain tax deductions taken in connection with the 401(k) Plan.

     Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant qualifies as a lump sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59¹/2; and consists of the balance credited to the participant under this plan and all other profit sharing plans, if any, maintained by Eureka Bank. The portion of any lump sum distribution included in taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution, less the amount of after-tax contributions, if any, made to any other profit-sharing plans maintained by Eureka Bank, if the distribution includes those amounts.

     Eureka Financial Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Eureka Financial common stock, the distribution generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation on Eureka Financial common stock; that is, the excess of the value of Eureka Financial common stock at the time of the distribution over the cost or other basis of the securities to the trust. The tax basis of Eureka Financial common stock, to compute gain or loss on a subsequent sale, equals the value of Eureka Financial common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Eureka Financial common stock, to the extent of the net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long you hold the Eureka Financial common stock, or the “holding period.” Any gain on a subsequent sale or other taxable disposition of Eureka Financial common stock that exceeds the amount of net unrealized appreciation upon distribution is considered long-term capital gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under IRS regulations.

     We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the Internal Revenue Code. We do not intend this description to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

     Any “affiliate” of Eureka Financial under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the 401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a registration statement, or under Rule 144 or some other exemption from these registration requirements. An “affiliate” of Eureka Bank is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Eureka Bank.

Generally, a director, principal officer or major shareholder of a corporation is deemed to be an “affiliate” of that corporation.

     Any person who may be an “affiliate” of Eureka Bank may wish to consult with counsel before transferring any common stock they own. In addition, participants should consult with counsel regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended, which may restrict the sale of Eureka Financial common stock acquired under the 401(k) Plan or other sales of Eureka Financial common stock.

     Persons who are not deemed to be “affiliates” of Eureka Bank at the time of resale may resell freely any shares of Eureka Financial common stock distributed to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law. A person deemed an “affiliate” of Eureka Bank at the time of a proposed resale may publicly resell common stock only under a “re-offer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus in connection with any such resale. In general, Rule 144 restricts the amount of common stock that an affiliate may publicly resell in any three-month period to the greater of one percent of Eureka Financial common stock then outstanding or the average weekly trading volume reported on the Over the Counter (“OTC”) Bulletin Board during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Eureka Financial is current in filing all required reports under the Securities Exchange Act of 1934, as amended.

SEC Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially own more than ten percent of public companies such as Eureka Financial. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming a person required to file reports under Section 16(a), such person must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Such persons must also report periodically certain changes in beneficial ownership involving the allocation or reallocation of assets held in their
401(k) Plan accounts, either on a Form 4 within two days after a transaction, or annually on a Form 5 within 45 days after the close of a company’s fiscal year.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Eureka Financial of profits realized from the purchase and sale or sale and purchase of its common stock within any six-month period by any officer, director or person who beneficially owns more than ten percent of the common stock.

     The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the “short-swing” profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or person who beneficially owns more than ten percent of the common stock.

     Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons who are subject to Section 16(b) may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to hold the shares of common stock distributed from the 401(k) Plan for six months after the distribution date.

Financial Information Regarding Plan Assets

     Financial information representing the net assets available for the 401(k) Plan as of December 31, 2009, is available upon written request from Edward F. Seserko at Eureka Bank.

LEGAL OPINION

     The validity of the issuance of the common stock of Eureka Financial will be passed upon by Kilpatrick Stockton LLP, Washington, D.C. Kilpatrick Stockton LLP acted as special counsel for Eureka Financial in connection with the stock offering.

EUREKA BANK RETIREMENT SAVINGS PLAN
INVESTMENT ELECTION FORM

Name of Plan Participant:
Social Security Number:

     1. Instructions. In connection with the stock offering, you may direct the 401(k) Plan trustees to use up to 100% of your 401(k) Plan account balance, excluding your current investment in Eureka Financial common stock, to invest in the Eureka Financial Stock Fund (“Employer Stock Fund”).

     If you wish to use your 401(k) Plan funds to purchase shares of Eureka Financial common stock in the stock offering you must complete, sign and submit this form to Edward F. Seserko by ___________________, 2011. Current Eureka Bank employees should return their forms through inter-office mail. Former Eureka Bank employees should return their forms using the business reply envelope that has been provided. A representative for the Plan Administrator will retain a copy of this form and return a copy to you. If you need any assistance in completing this form, please contact Edward F. Seserko at _________________. If you do not complete and return this form to Edward F. Seserko by ________________, 2011, the funds credited to your account under the 401(k) Plan will continue to be invested in accordance with your prior investment directions, or in accordance with the terms of the Plan if no investment directions have been provided. Once you have submitted this Investment Election Form to Edward F. Seserko it is irrevocable.

     2. Investment Directions

     I hereby direct the 401(k) Plan trustees to use $__________** credited to my 401(k) Plan account to purchase shares of Eureka Financial common stock in the stock offering through the Employer Stock Fund. I understand that the funds I direct to be invested in common stock will be held in a passbook account at the Eureka Bank earning market rates of interest until the common stock is purchased.

     3. Purchaser Information. The ability of participants in the 401(k) Plan to purchase common stock and to direct their current account balances into the Employer Stock Fund is based upon the participant’s subscription rights. Please indicate your status.

____		Persons with deposits in Eureka Bank with balances of $50 or more (“qualifying deposits”) as of the close of business on June 30, 2009 (“eligible account holders”).
____		Persons with qualifying deposits in Eureka Bank as of the close of business on September 30, 2010 who are not eligible account holders, excluding our officers, directors and their associates (“supplemental eligible account holders”).
_____		Depositors of Eureka Bank as of the close of business on ______________, 2010, who are not eligible or supplemental eligible account holders (“other members”).

     4. Acknowledgment of Participant. I understand that this Investment Election Form shall be subject to all of the terms and conditions of the 401(k) Plan. I acknowledge that I have received a copy of the Prospectus and the Prospectus Supplement.

Signature of Participant		Date

Acknowledgment of Receipt by Administrator. This Investment Election Form was received by the Plan Administrator and will become effective on the date noted below.

By:
				Date

     THE PARTICIPATION INTERESTS REPRESENTED BY THE COMMON STOCK OFFERED HEREBY ARE NOT DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY AND ARE NOT GUARANTEED BY EUREKA FINANCIAL CORP. OR EUREKA BANK. THE COMMON STOCK IS SUBJECT TO AN INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL INVESTED.

PLEASE COMPLETE AND RETURN TO EDWARD F. SESERKO

BY__________ ON _________, 2011

PROSPECTUS

 

(Proposed holding company for Eureka Bank)

Up to 920,000 Shares of Common Stock

(Subject to increase to 1,058,000 shares)

 

 

Eureka Financial Corp., a newly formed Maryland corporation that is referred to as new Eureka Financial Corp. throughout this document, is offering common stock for sale in connection with the conversion of Eureka Bank from the mutual holding company form of organization to the stock form.

 

We are offering up to 920,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 680,000 shares to complete the offering. All shares are offered at a price of $10.00 per share. Purchasers will not pay a commission to purchase shares of common stock in the offering. The amount of capital being raised is based on an independent appraisal of new Eureka Financial Corp. Most of the terms of this offering are required by regulations of the Office of Thrift Supervision. If, as a result of regulatory considerations, demand for the shares or changes in financial market conditions, the independent appraiser determines that our market value has increased, we may sell up to 1,058,000 shares without giving you further notice or the opportunity to change or cancel your order.

 

The shares we are offering represent the 57.9% ownership interest in Eureka Financial Corp., a federal corporation that is referred to as old Eureka Financial Corp. throughout this document, now owned by Eureka Bancorp, MHC. The remaining 42.1% interest in old Eureka Financial Corp. currently owned by the public will be exchanged for shares of common stock of new Eureka Financial Corp. The 530,992 shares of old Eureka Financial Corp. currently owned by the public will be exchanged for between 494,461 and 668,976 shares of common stock of new Eureka Financial Corp. (subject to increase to 769,323 if we sell 1,058,000 shares in the offering) so that old Eureka Financial Corp.’s existing public shareholders will own approximately the same percentage of new Eureka Financial Corp. common stock as they owned of old Eureka Financial Corp.’s common stock immediately before the conversion. Old Eureka Financial Corp. and Eureka Bancorp, MHC will cease to exist upon completion of the conversion and offering.

 

We are offering the shares of common stock in a subscription offering to eligible depositors of Eureka Bank. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons residing in Allegheny County, Pennsylvania and then to shareholders of old Eureka Financial Corp. Sandler O’Neill & Partners, L.P. is not required to purchase any shares of common stock that are being offered for sale.

 

The minimum order is 25 shares. The subscription offering will end at 4:00 p.m., Eastern time, on [DATE 1], 2011. We expect that the community offering, if held, will terminate at the same time, although it may continue without notice to you until [DATE 2], 2011 or longer if the Office of Thrift Supervision approves a later date. No single extension may exceed 90 days and the offering must be completed by [DATE 3], 2013. Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [DATE 2], 2011, or the number of shares of common stock to be sold is increased to more than 1,058,000 shares or decreased to less than 680,000 shares. If we extend the offering beyond [DATE 2], 2011, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will promptly return your funds with interest calculated at Eureka Bank’s passbook savings rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 680,000 shares or more than 1,058,000 shares, we will promptly return all funds and set a new offering range. All subscribers will be notified and given the opportunity to place a new order. Funds received before the completion of the subscription and community offerings will be held in a segregated account at Eureka Bank and will earn interest at Eureka Bank’s passbook savings rate, which is currently 0.50%.

 

Old Eureka Financial Corp.’s common stock is currently quoted on the Over-the-Counter Bulletin Board under the symbol “EKFC.” After the offering, we intend to have the common stock of new Eureka Financial Corp. quoted on the Over-the-Counter Bulletin Board.

 

This investment involves a degree of risk, including the possible loss of principal.

Please read “Risk Factors” beginning on page 18.

 

 

OFFERING SUMMARY

 

Price Per Share: $10.00

 

 

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Office of Thrift Supervision nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

For assistance, please contact the Stock Information Center, toll-free, at (          )          -          .

 

The date of this prospectus is          , 2010

 

Table of Contents

 

 

Summary

	•	Retail Lending.  We offer a variety of residential mortgage loans, home equity loans and consumer loans through our branch network.
	•	Commercial Lending.  We offer multi-family and commercial real estate loans and commercial leases and lines of credit for property owners and businesses in our market area.
	•	Deposit Products and Services.  We offer a full range of traditional deposit products for consumers and businesses, such as checking accounts, savings accounts, money market accounts, retirement accounts and certificates of deposit. We provide features such as direct deposit, ATM and check card services.

	•	Improve earnings through continued loan diversification.  Historically, we have emphasized the origination of residential mortgage loans secured by homes in our market area. A majority of our residential mortgage loans are secured by owner occupied residences located in our primary market area. However, a significant percentage of our residential mortgage loans are secured by non-owner occupied residences housing college and graduate students in the immediate area surrounding our Oakland branch office, which is located adjacent to the University of Pittsburgh and Carnegie Mellon University campuses. In addition, we have also emphasized the purchase and, to a lesser extent, origination of commercial leases and lines of credit. Going forward, we intend to continue to emphasize loan diversification as a means of improving our earnings, as commercial leases and lines of credit generally have higher interest rates than residential mortgage loans. Another benefit of commercial lending is that it improves the interest rate sensitivity of our interest-earning assets because commercial loans typically have shorter terms than residential mortgage loans and frequently have variable interest rates.
	•	Use conservative underwriting practices to maintain asset quality.  We have sought to maintain a high level of asset quality and moderate credit risk by using underwriting standards that we believe are conservative. Non-performing loans and accruing loans delinquent 90 days or more were 0.06% and 0.16% of our total loan portfolio at September 30, 2010 and 2009, respectively. Although we intend to continue our efforts to originate commercial real estate and business loans after the offering, we intend to continue our philosophy of managing lending risks through our conservative approach to lending.
	•	Improve our funding mix by marketing core deposits.  Core deposits (demand, money market and savings accounts) comprised 40.6% of our total deposits at September 30, 2010. We value core deposits because they represent longer-term customer relationships and a lower cost of funding compared to certificates of deposit.
	•	Actively manage our balance sheet.  The current severe economic recession has underscored the importance of a strong balance sheet. We strive to achieve this through managing our interest rate risk and maintaining strong capital levels and liquidity. In addition, our diverse loan mix improves our net

		interest margin and reduces the exposure of our net interest income and earnings to interest rate fluctuations. We will continue to manage our interest rate risk by maintaining the diversification in our loan portfolio and monitoring the maturities in our deposit portfolio. Moreover, it is expected that existing minimum regulatory capital ratios may be increased by regulatory agencies in response to current market conditions and the recession. However, we anticipate that we will continue to exceed any such increase in minimum regulatory capital ratios.

	•	Continued expense control.  Management continues to focus on the level of non-interest expense and methods to identify cost savings opportunities, such as reviewing the number of employees, renegotiating key third-party contracts and reducing certain other operating expenses. Excluding premiums imposed by the Federal Deposit Insurance Corporation of $116,000 and $192,000 for the years ended September 30, 2010 and 2009, respectively, our efficiency ratio was 60.81% and 64.86% for the years ended September 30, 2010 and 2009, respectively.

	•	As a mutual holding company, we are currently regulated by the Office of Thrift Supervision. Recently enacted financial regulatory reform legislation will result in changes to our primary bank regulator and holding company regulator, as well as changes in regulations applicable to us, which may include changes in capital requirements, changes in the ability of Eureka Bancorp, MHC to waive dividends and changes in the valuation of minority shareholder interests in a conversion to full stock form. While it is impossible to predict the ultimate effect of the reform legislation, our board of directors believes that the reorganization will eliminate some of the uncertainties associated with the legislation, and better position us to meet all future regulatory capital requirements.
	•	While Eureka Bank currently exceeds all regulatory capital requirements, the proceeds from the sale of common stock will increase our capital, which will support our continued lending and operational growth. Our board of directors considered current market conditions, the amount of capital needed for continued growth, the amount of capital being raised in the offering and the interests of existing shareholders in deciding to conduct the conversion and offering at this time.
	•	The larger number of shares that will be in the hands of public investors after completion of the conversion and offering is expected to result in a more liquid and active market than currently exists for old Eureka Financial Corp. common stock. See “Market for the Common Stock.”
	•	The stock holding company structure is a more familiar form of organization, which we believe will make our common stock more appealing to investors, and will give us greater flexibility to access the capital markets through possible future equity and debt offerings and to acquire other financial institutions or financial service companies. Our current mutual holding company structure limits our ability to raise capital or issue stock in an acquisition transaction because Eureka Bancorp, MHC must own at least 50.1% of the shares of old Eureka Financial Corp. However, we currently have no plans, agreements or understandings regarding any additional securities offerings or acquisitions.

Company Name and Ticker Symbol		Exchange		Headquarters		Total Assets
						(In thousands)
Central Bancorp, Inc. (CEBK)		NASDAQ		Somerville, MA		$	525,868
Chicopee Bancorp, Inc. (CBNK)		NASDAQ		Chicopee, MA			569,309
Elmira Savings Bank, FSB (ESBK)		NASDAQ		Elmira, NY			502,667
FFD Financial Corporation (FFDF)		NASDAQ		Dover, OH			205,777
First Capital, Inc. (FCAP)		NASDAQ		Corydon, IN			452,446
First Savings Financial Group, Inc. (FSFG)		NASDAQ		Clarksville, IN			508,442
Newport Bancorp, Inc. (NFSB)		NASDAQ		Newport, RI			452,871
River Valley Bancorp (RIVR)		NASDAQ		Madison, IN			382,309
Wayne Savings Bancshares, Inc. (WAYN)		NASDAQ		Wooster, OH			410,627
WVS Financial Corp. (WVFC)		NASDAQ		Pittsburgh, PA			317,944

	•	our historical and projected operating results and financial condition, including, but not limited to, net interest income, the amount and volatility of interest income and interest expense relative to changes in market conditions and interest rates, asset quality, levels of loan loss provisions, the amount and sources of non-interest income, and the amount of non-interest expense;
	•	the economic, demographic and competitive characteristics of our market area, including, but not limited to, employment by industry type, unemployment trends, size and growth of the population, trends in household and per capita income, and deposit market share;
	•	a comparative evaluation of our operating and financial statistics with those of other similarly-situated, publicly-traded savings associations and savings association holding companies, which included a comparative analysis of balance sheet composition, income statement and balance sheet ratios, credit and interest rate risk exposure;
	•	the effect of the capital raised in this offering on our net worth and earnings potential, including, but not limited to, the increase in consolidated equity resulting from the offering, the estimated increase in earnings resulting from the investment of the net proceeds of the offering, and the estimated impact on consolidated equity and earnings resulting from adoption of the proposed employee stock benefit plans; and
	•	the trading market for old Eureka Financial Corp. common stock and securities of comparable institutions and general conditions in the market for such securities.

														Price to Tangible
		Price to Earnings				Price to Core				Price to Book				Book Value
		Multiple				Earnings Multiple				Value Ratio				Ratio
New Eureka Financial Corp. (pro forma):
Minimum			17.2	x			13.3	x			60.2	%			60.2	%
Midpoint			20.8				16.1				67.2				67.2
Maximum			24.4				18.9				73.5				73.5
Maximum, as adjusted			28.6				21.7				80.1				80.1
Pricing ratios of peer group companies as of November 26, 2010:
Average			13.8	x			18.0	x			77.5	%			84.5	%
Median			12.1				11.2				77.0				77.0

														Price Performance from Initial Offering Price
										Price to																Through
		Closing				Gross				Tangible Book																November 26,
Issuer (Market/Symbol)		Date				Proceeds				Value Ratio				1 Day				1 Week				1 Month				2010
						(In millions)
Kaiser Federal Financial Group (Nasdaq/KFFG)			11/19/10			$	63.8				66.3	%			(0.1	)%			(2.7	)%			N/A				(4.0	)%
FedFirst Financial Corporation (Nasdaq/FFCO)			09/21/10				17.2				52.8				10.0				10.0				12.0	%			34.5
Jacksonville Bancorp, Inc. (Nasdaq/JXSB)			07/15/10				10.4				59.9				6.5				5.8				3.0				3.2
Colonial Financial Services, Inc. (Nasdaq/COBK)			07/13/10				23.0				64.7				0.5				(1.6	)			(2.6	)			5.8
Oneida Financial Corp. (Nasdaq/ONFC)			07/07/10				31.5				97.8				(6.3	)			(3.1	)			(1.3	)			(2.0	)
ViewPoint Financial Group, Inc. (Nasdaq/VPFG)			07/07/10				198.6				93.9				(5.0	)			(2.9	)			(3.0	)			5.0
Fox Chase Bancorp, Inc. (Nasdaq/FXCB)			06/29/10				87.1				72.6				(4.1	)			(3.7	)			(1.8	)			4.0
Oritani Financial Corp. (Nasdaq/ORIT)			06/24/10				413.6				90.6				3.1				—				(0.9	)			13.8
Eagle Bancorp Montana, Inc. (Nasdaq/EBMT)			04/05/10				24.6				81.2				5.5				5.0				4.0				(0.9	)
Ocean Shore Holding Co. (Nasdaq/OSHC)			12/21/09				33.5				63.0				7.5				11.9				13.1				44.6
Northwest Bancshares, Inc. (Nasdaq/NWBI)			12/18/09				688.8				103.8				13.5				13.0				14.0				4.4
BCSB Bancorp, Inc. (Nasdaq/BCSB)			04/11/08				19.8				65.0				10.4				14.9				13.5				1.5
Average							134.3				76.0				3.5				4.5				4.4				9.2
Median							32.5				69.5				4.3				5.0				1.3				4.2

																														Equivalent Pro
										Shares to be Exchanged								Total Shares												Forma Book				Shares to be
		Shares to be Sold								for Existing Shares of								of Common								Equivalent				Value per				Received for
		in the Offering								Old Eureka Financial Corp.								Stock to be				Exchange				per Share				Exchanged				100 Existing
		Amount				Percent				Amount				Percent				Outstanding				Ratio				Value(1)				Share(2)				Shares(3)
Minimum			680,000				57.9	%			494,461				42.1	%			1,174,461				0.9312			$	9.31			$	15.45				93
Midpoint			800,000				57.9				581,719				42.1				1,381,719				1.0955				10.96				16.30				109
Maximum			920,000				57.9				668,976				42.1				1,588,976				1.2599				12.60				17.13				126
Maximum, as adjusted			1,058,000				57.9				769,323				42.1				1,827,323				1.4488				14.49				18.09				144

(1)		Represents the value of shares of new Eureka Financial Corp. common stock received in the conversion by a holder of one share of old Eureka Financial Corp. common stock at the exchange ratio, assuming a market price of $10.00 per share.
(2)		Represents the pro forma shareholders’ equity per share at each level of the offering range multiplied by the respective exchange ratio.
(3)		Cash will be paid instead of issuing any fractional shares.

		680,000 Shares				920,000 Shares
		at $10.00				at $10.00
		per Share				per Share
		(In thousands)
Offering proceeds		$	6,800			$	9,200
Less: offering expenses			(840	)			(840	)
Net offering proceeds			5,960				8,360
Less:
Proceeds contributed to Eureka Bank			(4,470	)			(6,270	)
Proceeds used for loan to employee stock ownership plan			(544	)			(736	)
Proceeds remaining for new Eureka Financial Corp.		$	946			$	1,354

		Number of Shares to be Granted or
		Purchased												Dilution
		At								As a % of				Resulting from
		Maximum				As a % of				Common				Issuance of				Total
		of Offering				Common				Stock				Additional				Estimated
		Range				Stock Sold				Outstanding				Shares				Value
																		(In thousands)
Employee stock ownership plan(1)			73,600				8.00	%			4.63	%			4.43	%		$	736
Restricted stock awards(1)			36,800				4.00				2.32				2.27				368
Stock options(2)			92,000				10.00				5.79				5.47				183
Total			202,400				22.00	%			12.74	%			12.17	%		$	1,287

(1)		Assumes the value of new Eureka Financial Corp. common stock is $10.00 per share for determining the total estimated value.
(2)		Assumes the value of a stock option is $1.99, which was determined using the Black-Scholes option pricing formula. See “Pro Forma Data.”

												Percentage of
				Number of								Shares
				Shares at				Estimated				Outstanding After
				Maximum of				Value of				the Conversion
Existing and New Stock Benefit Plans		Eligible Participants		Offering Range				Shares				and Offering
				(Dollars in thousands)
Employee Stock Ownership Plan:		Employees
Shares purchased in 1999 offering(1)					65,270	(2)		$	652,700				4.1	%
Shares to be purchased in this offering					73,600				736,000				4.6
Total employee stock ownership plan					138,870				1,388,700				8.7
Restricted Stock Awards:		Directors and employees
1999 Restricted Stock Plan(1)					32,634	(3)(4)			326,339				2.1
New shares of restricted stock					36,800				368,000	(5)			2.3
Total shares of restricted stock					69,434				694,339				4.4
Stock Options:		Directors and employees
1999 Stock Option Plan(1)					81,587	(6)(7)			95,840	(8)			5.1
New stock options					92,000				183,080	(9)			5.8
Total stock options					173,587				278,920				10.9
Total stock benefit plans					381,891			$	2,361,959				24.0	%

(1)		Number of shares has been adjusted for the 1.2599 exchange ratio at the maximum of the offering range.
(2)		Old Eureka Financial Corp.’s employee stock ownership plan previously held 51,806 shares, all of which have been allocated. The employee stock ownership plan was terminated in September 2008.
(3)		As of September 30, 2010, no shares remained available for future awards and the 1999 Restricted Stock Plan had expired.
(4)		Represents shares of restricted stock authorized for grant under our expired restricted stock plan for which the Office of Thrift Supervision has granted us a waiver to exclude when calculating the size of the new plan to be established.
(5)		The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share.
(6)		As of September 30, 2010, no options remained available for future awards and the 1999 Stock Option Plan had expired.
(7)		Represents shares authorized for grant under our expired stock option plan for which the Office of Thrift Supervision has granted us a waiver to exclude when calculating the size of the new plan to be established.

(8)		The fair value of stock options granted and outstanding under the 1999 Stock Option Plan has been estimated using the Black-Scholes option pricing model. Before the adjustment for the exchange ratio, there were no outstanding options.
(9)		For purposes of this table, the fair value of stock options to be granted under the new equity incentive plan has been estimated at $1.99 per option using the Black-Scholes option pricing model with the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 3.0%; expected life, 10 years; expected volatility, 23.10%; and risk-free interest rate, 2.53%.

	•	The minimum purchase is 25 shares.
	•	No individual (or individuals exercising subscription rights through a single qualifying account held jointly) may purchase more than $300,000 of common stock (which equals 30,000 shares) in the offering. In addition, if any of the following persons purchase shares of common stock, their purchases, in all categories of the offering combined, when aggregated with your purchases, cannot exceed $300,000 of common stock (which equals 30,000 shares):

	•	Any person who is related by blood or marriage to you and who either lives in your home or who is a director or officer of Eureka Bank;
	•	Companies or other entities in which you are an officer or partner or have a 10% or greater beneficial ownership interest; and

	•	Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in another fiduciary capacity.

	•	No individual, together with any associates, and no group of persons acting in concert may purchase shares of common stock so that, when combined with shares of new Eureka Financial Corp. common stock received in exchange for shares of old Eureka Financial Corp. common stock, such person or persons would hold more than 5.0% of the number of shares of new Eureka Financial Corp. common stock outstanding upon completion of the conversion and offering. This means that if you already own a significant number of shares, you may not be permitted to purchase the maximum number of shares in the offering. For example, if you currently own more than 30,845 shares of common stock (assuming we close the offering at the minimum of the offering range) or 39,247 shares of common stock (assuming we close the offering at the maximum of the offering range), you would not be able to purchase all of the 30,000 shares allowable under the plan of conversion. No person will be required to divest any shares of old Eureka Financial Corp. common stock or be limited in the number of shares of new Eureka Financial Corp. to be received in exchange for shares of old Eureka Financial Corp. common stock as a result of this purchase limitation.

	•	the plan of conversion is approved by at least a majority of votes eligible to be cast by depositors of Eureka Bank;
	•	the plan of conversion is approved by at least two-thirds of the outstanding shares of old Eureka Financial Corp., including shares held by Eureka Bancorp, MHC;
	•	the plan of conversion is approved by at least a majority of the votes eligible to be cast by shareholders of old Eureka Financial Corp., excluding shares held by Eureka Bancorp, MHC;
	•	we sell at least the minimum number of shares offered; and
	•	we receive the final approval of the Office of Thrift Supervision to complete the conversion and offering.

 

You should consider carefully the following risk factors before purchasing shares of new Eureka Financial Corp. common stock.

 

Risks Related to Our Business

 

The economic recession could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

 

Our business activities and earnings are affected by general business conditions in the United States and in our local market area. These conditions include short-term and long-term interest rates, inflation, unemployment levels, real estate values, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets, and the strength of the economy in the United States generally and in our market area in particular. The national economy has recently experienced a recession, with rising unemployment levels, declines in real estate values and erosion in consumer confidence. Dramatic declines in the U.S. housing market over the past few years, with falling home prices and increasing foreclosures, have negatively affected the credit performance of mortgage loans and resulted in significant write-downs of asset values by many financial institutions. A prolonged or more severe economic downturn, continued elevated levels of unemployment, further declines in the values of real estate, or other events that affect household and/or corporate incomes could impair the ability of our borrowers to repay their loans in accordance with their terms. Nearly all of our loans are secured by real estate or made to businesses throughout Southwest Pennsylvania. As a result of this concentration, a prolonged or more severe downturn in the local economy could result in significant increases in non-performing loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would hurt our earnings. The economic downturn could also result in reduced demand for credit, which would hurt our revenues.

 

Our emphasis on multi-family and commercial lending may expose us to increased lending risks.

 

At September 30, 2010, $54.0 million, or 54.5%, of our loan portfolio consisted of multi-family and commercial real estate loans, commercial leases and commercial lines of credit. Commercial lending is an important part of our business strategy and we expect this portion of our loan portfolio to continue to grow. Commercial loans generally expose a lender to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans often depends on the successful operation of the business and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential mortgage loans. Also, many of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a residential mortgage loan. Further, unlike residential mortgage loans or multi-family and commercial real estate loans, commercial leases and lines of credit may be secured by collateral other than real estate the value of which may be more difficult to appraise and may be more susceptible to fluctuation in value.

 

Turmoil in the financial markets could have an adverse effect on our financial position or results of operations.

 

Beginning in 2008, United States and global financial markets experienced severe disruption and volatility, and general economic conditions have declined significantly. Adverse developments in credit quality, asset values and revenue opportunities throughout the financial services industry, as well as general uncertainty regarding the economic, industry and regulatory environment, have had a negative impact on the industry. The United States and the governments of other countries have taken steps to try to stabilize the financial system, including investing in financial institutions, and have implemented programs intended to improve general economic conditions. The U.S. Department of the Treasury created the Capital Purchase Program under the Troubled Asset Relief Program, pursuant to which the Treasury Department provided additional capital to

participating financial institutions through the purchase of preferred stock or other securities. Other measures include homeowner relief that encourages loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial institutions and investment banks; the lowering of the federal funds rate; regulatory action against short selling practices; a temporary guaranty program for money market funds; the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector. Notwithstanding the actions of the United States and other governments, there can be no assurances that these efforts will be successful in restoring industry, economic or market conditions to their previous levels and that they will not result in adverse unintended consequences. Factors that could continue to pressure financial services companies, including new Eureka Financial Corp., are numerous and include (1) worsening credit quality, leading among other things to increases in loan losses, (2) continued or worsening disruption and volatility in financial markets, leading among other things to continuing reductions in asset values, (3) capital and liquidity concerns regarding financial institutions generally, (4) limitations resulting from or imposed in connection with governmental actions intended to stabilize or provide additional regulation of the financial system, or (5) recessionary conditions that are deeper or last longer than currently anticipated.

 

Changes in interest rates could have a material adverse effect on our earnings.

 

Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings. Our net interest spread is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding and our net interest margin is our net interest income as a percent of average interest-earning assets. Changes in interest rates — up or down — could adversely affect our net interest spread and, as a result, our net interest income and net interest margin. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the yield catches up. This contraction could be more severe following a prolonged period of lower interest rates, as a larger proportion of our fixed-rate residential loan portfolio will have been originated at those lower rates and borrowers may be more reluctant or unable to sell their homes in a higher interest rate environment. Changes in the slope of the “yield curve” — or the spread between short-term and long-term interest rates — could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. Changes in interest rates also can affect: (1) our ability to originate loans; (2) the value of our interest-earning assets, which would negatively impact stockholders’ equity, and our ability to realize gains from the sale of such assets; (3) our ability to obtain and retain deposits in competition with other available investment alternatives; and (4) the ability of our borrowers to repay adjustable or variable rate loans.

 

Our emphasis on residential mortgage loans exposes us to lending risks.

 

At September 30, 2010, $41.3 million, or 41.7%, of our loan portfolio consisted of residential mortgage loans, and $1.6 million, or 1.6%, of our loan portfolio consisted of home equity loans and second mortgage loans. Recent declines in the housing market have resulted in declines in real estate values in our market areas. These declines in real estate values could cause some of our mortgage and home equity loans to be inadequately collateralized, which would expose us to a greater risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

 

Increases in the unemployment rate may result in more borrowers being unable to repay their loans. As of September 2010, U.S. Department of Labor statistics reflected that Allegheny County had an unemployment rate of 7.3% compared to Pennsylvania and national unemployment rates of 8.1% and 9.2%, respectively.

Recently enacted regulatory reform legislation may have a material impact on our operations.

 

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Act contains several provisions that will have a direct effect on new Eureka Financial Corp. and Eureka Bank. Under the law, the federal thrift charter is preserved, but federal thrifts will become regulated by the Office of the Comptroller of the Currency over a one-year transition period (subject to a possible six month extension). In addition, the Office of Thrift Supervision will be eliminated and savings and loan holding companies will become regulated by the Federal Reserve Board. The Office of the Comptroller of the Currency and the Federal Reserve Board have been commercial bank regulators and not regulators of savings associations. As a result, it is uncertain at this time what impact this aspect of the regulatory restructuring will have on our business. The law also creates a Consumer Financial Protection Bureau that will be dedicated to protecting consumers in the financial products and services market. The creation of this bureau could result in new regulatory requirements and raise the cost of regulatory compliance. In addition, the Act could require changes in regulatory capital requirements, loan loss provisioning practices, risk retention for securitized loans, debit card transactions and compensation practices. Many of the Act’s provisions require that implementing regulations be issued and, as a result, the full impact of the legislation cannot be assessed for an extended period of time. The foregoing regulatory reforms, however, may have a material impact on our operations.

 

We are dependent upon the services of key executives.

 

We rely heavily on our President and Chief Executive Officer, Edward F. Seserko and on our Executive Vice President and Chief Financial Officer, Gary B. Pepper. The loss of Mr. Seserko or Mr. Pepper could have a material adverse impact on our operations because, as a small company, we have fewer management-level personnel that have the experience and expertise to readily replace these individuals. Changes in key personnel and their responsibilities may be disruptive to our business and could have a material adverse effect on our business, financial condition, and results of operations. We have employment agreements with Messrs. Seserko and Pepper.

 

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

 

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our primary federal regulator, and the Federal Deposit Insurance Corporation, as insurer of our deposits. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

 

We own stock in the Federal Home Loan Bank of Pittsburgh, which is experiencing financial difficulties, the result of which may adversely impact our results of operation.

 

Our agreement with the Federal Home Loan Bank of Pittsburgh requires us to purchase capital stock in the Federal Home Loan Bank of Pittsburgh commensurate with the amount of our advances and unused borrowing capacity. This stock is carried at cost and was $796,400 at September 30, 2010. If the Federal Home Loan Bank of Pittsburgh is unable to meet minimum regulatory capital requirements or is required to aid the remaining Federal Home Loan Banks, our holding of Federal Home Loan Bank stock may be determined to be other than temporarily impaired and may require a charge to our earnings, which could have a material impact on our financial condition, results of operations and cash flows.

 

Additionally, in December 2008, the Federal Home Loan Bank of Pittsburgh announced that, as a result of deterioration in earnings, it did not intend to pay a dividend on its common stock for the foreseeable future, which included not paying a dividend for all of 2009 and the first three quarters of 2010. Moreover, the Federal Home Loan Bank of Pittsburgh indicated that it would not redeem any common stock associated with member advance repayments and that it may increase its individual member stock investment requirements.

The absence of a dividend, the inability to redeem our Federal Home Loan Bank stock, and the obligation to increase our investment in the Federal Home Loan Bank has and will continue to negatively impact our interest income.

 

Increased and/or special Federal Deposit Insurance Corporation assessments will negatively impact our earnings.

 

The recent economic recession has caused a high level of bank failures, which has dramatically increased Federal Deposit Insurance Corporation resolution costs and led to a significant reduction in the balance of the Deposit Insurance Fund. As a result, the Federal Deposit Insurance Corporation has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. Increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. In addition, in May 2009, the Federal Deposit Insurance Corporation imposed a special assessment on all insured institutions. Our special assessment, which was reflected in earnings for the quarter ended June 30, 2009, was $46,000. In lieu of imposing an additional special assessment, the Federal Deposit Insurance Corporation required all institutions to prepay their assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012, which for us totaled $415,000. Additional increases in the base assessment rate or additional special assessments would negatively impact our earnings.

 

Strong competition within our market area could reduce our profits.

 

We face intense competition in making loans and attracting deposits. This competition has made it more difficult for us to make new loans and at times has forced us to offer higher deposit rates. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. As of June 30, 2010, the most recent date for which information is available, we held 0.19% of the deposits in Allegheny County, in which both of our offices are located. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our market areas.

 

Risks Related to the Offering

 

Our share price may fluctuate, which may make it difficult for you to sell your common stock when you want or at prices you find attractive.

 

The market price of our common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding our operations or business prospects. Factors that may affect market sentiment include:

 

 

Beginning in 2007 and through the present, the business environment for financial services firms has been extremely challenging. During this period, many publicly traded financial services companies have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating

performance or prospects of such companies. We may experience market fluctuations that are not directly related to our operating performance but are influenced by the market’s perception of the state of the financial services industry in general and, in particular, the market’s assessment of general credit quality conditions, including default and foreclosure rates in the industry.

 

While the U.S. and other governments continue efforts to restore confidence in financial markets and promote economic growth, it is possible that further market and economic turmoil will occur in the near- or long-term, negatively affecting our business, financial condition and results of operations, as well as the price, trading volume and volatility of our common stock.

 

Additional expenses following the offering from new equity benefit plans will adversely affect our profitability.

 

Following the offering, we will recognize additional annual employee compensation expenses stemming from options and shares granted to employees, directors and executives under new benefit plans. Stock options and restricted stock may be granted under a new equity incentive plan adopted following the offering, if approved by shareholders. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation expenses at this time because applicable accounting practices generally require that these expenses be based on the fair market value of the options or shares of common stock at the date of the grant; however, they may be material. We recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options over the vesting period of awards made to recipients. Pro forma benefits expenses for the year ended September 30, 2010 were $115,000 at the maximum of the offering range on an after-tax basis, as set forth in the pro forma financial information under “Pro Forma Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock, the number of shares awarded under the plans and the timing of the implementation of the plans. For further discussion of these plans, see “Our Management — Benefit Plans.”

 

Our stock price may decline when trading commences.

 

If you purchase shares in the offering, you might not be able to sell them later at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions and general industry, geopolitical and economic conditions.

 

There may be a limited market for our common stock, which may adversely affect our stock price.

 

Although our common stock is traded on the Over-the-Counter Bulletin Board and will continue to be traded on the Over-the-Counter Bulletin Board following the conversion and offering, the shares are not currently actively traded and might not be actively traded in the future. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice, and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and ask price for our common stock. When there is a wide spread between the bid and ask price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

 

Our return on equity will initially be low compared to other publicly traded financial institutions. A low return on equity may negatively impact the trading price of our common stock.

 

Net income divided by average equity, known as “return on equity,” is a ratio used by many investors to compare the performance of a financial institution with its peers. Following the offering, we expect that our return on equity will be low as a result of the additional capital that we will raise in the offering. Over time, we intend to use the net proceeds from the offering to increase earnings per share and book value per share,

without assuming undue risk, with the goal of achieving a return on equity that is competitive with other similarly situated publicly held companies. This goal could take a number of years to achieve, and we might not attain it. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of the offering.

 

We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize such proceeds would reduce our profitability.

 

We intend to contribute approximately 75% of the net proceeds of the offering to Eureka Bank and to use approximately 8.8% of the net proceeds at the maximum of the offering range to fund the loan to the employee stock ownership plan. We may use the proceeds retained by the holding company to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Eureka Bank may use the portion of the proceeds that it receives to fund new loans, invest in securities and expand its business activities. We may also use the proceeds of the offering to open new branches, diversify our business and acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

 

Issuance of shares for benefit programs may dilute your ownership interest.

 

We intend to adopt a new equity incentive plan following the offering, subject to shareholder approval. We may fund the equity incentive plan through the purchase of common stock in the open market (subject to regulatory restrictions) or by issuing new shares of common stock. If we fund the awards under the equity incentive plan with new shares of common stock, your ownership interest would be diluted by approximately 7.50%, assuming we award all of the shares and options available under the plan. See “Pro Forma Data” and “Our Management — Benefit Plans.”

 

We are subject to federal regulations that seek to protect the Deposit Insurance Fund and the depositors and borrowers of Eureka Bank, and our federal regulators may impose restrictions on our operations that are detrimental to holders of new Eureka Financial Corp. common stock.

 

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our primary federal regulator, and the Federal Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Eureka Bank rather than for holders of new Eureka Financial Corp. common stock. Accordingly, the Office of Thrift Supervision and Federal Deposit Insurance Corporation may subject us to supervisory and enforcement actions, such as the imposition of certain restrictions on our operations, the classification of our assets and the determination of the level of our allowance for loan losses, that are aimed at protecting the insurance fund and the depositors and borrowers of Eureka Bank but that are detrimental to holders of new Eureka Financial Corp. common stock.

 

The articles of incorporation and bylaws of new Eureka Financial Corp. and certain laws and regulations may prevent or make more difficult certain transactions, including a sale or merger of new Eureka Financial Corp.

 

Provisions of the articles of incorporation and bylaws of new Eureka Financial Corp., state corporate law and federal banking regulations may make it more difficult for companies or persons to acquire control of new Eureka Financial Corp. As a result, our shareholders may not have the opportunity to participate in such a transaction and the trading price of our common stock may not rise to the level of other institutions that are

more vulnerable to hostile takeovers. The factors that may discourage takeover attempts or make them more difficult include:

 

 

 

 

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include, but are not limited to:

 

 

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

 

 

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

 

Further information on other factors that could affect us are included in the section captioned “Risk Factors.”

 

The summary financial information presented below is derived in part from our consolidated financial statements that appear in this prospectus. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1 of this prospectus. The information presented below does not include the financial condition, results of operations or other data of Eureka Bancorp, MHC.

 

 

 

 

 

 

 

The following table shows how we intend to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Eureka Bank will reduce Eureka Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.

 

 

 

 

We initially intend to invest the proceeds retained from the offering at new Eureka Financial Corp. in short-term investments, such as U.S. treasury and government agency securities and cash and cash equivalents. The actual amounts to be invested in different instruments will depend on the interest rate environment and new Eureka Financial Corp.’s liquidity requirements. In the future, new Eureka Financial Corp. may liquidate its investments and use those funds:

 

 

Under current Office of Thrift Supervision regulations, we may not repurchase shares of our common stock during the first year following completion of the conversion and offering, except to fund equity benefit plans other than stock options or, with prior regulatory approval, when extraordinary circumstances exist. For a discussion of our dividend policy and regulatory matters relating to the payment of dividends, see “Our Dividend Policy.”

 

Eureka Bank initially intends to invest the proceeds it receives from the offering, which is shown in the table above as the amount contributed to Eureka Bank, in short-term investments. Over time, Eureka Bank may use the proceeds that it receives from the offering:

 

 

 

We may need regulatory approvals to engage in some of the activities listed above.

 

We currently do not have any specific plans for any expansion or diversification activities that would require funds from this offering. Consequently, we currently anticipate that the proceeds of the offering contributed to Eureka Bank will be used to fund new loans. We expect that much of the loan growth will occur in our multi-family and commercial real estate portfolios, but we have not allocated specific dollar amounts to any particular area of our portfolio. The amount of time that it will take to deploy the proceeds of the offering into loans will depend primarily on the level of loan demand.

 

Except as described above, we have no specific plans for the investment of the proceeds of the offering and have not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the offering, see “The Conversion and Offering — Reasons for the Conversion and Offering.”

 

Old Eureka Financial Corp. currently pays a cash dividend of $0.15 per quarter, which equals $0.60 on an annualized basis. After the conversion and offering, new Eureka Financial Corp. will continue to pay a cash dividend. However, in determining the amount of any dividends, the board of directors will take into account our financial condition and results of operations, tax considerations, capital requirements and alternative uses for capital, the number of shares issued in the offering, industry standards and economic conditions. We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

 

New Eureka Financial Corp. is subject to Maryland law, which generally permits a corporation to pay dividends on its common stock unless, after giving effect to the dividend, the corporation would be unable to pay its debts as they become due in the usual course of its business or the total assets of the corporation would be less than its total liabilities. Pursuant to Office of Thrift Supervision regulations, new Eureka Financial Corp. may not make a distribution that would constitute a return of capital during the three years following the completion of the conversion and offering.

 

New Eureka Financial Corp.’s ability to pay dividends may depend, in part, upon its receipt of dividends from Eureka Bank. Any payment of dividends by Eureka Bank to new Eureka Financial Corp. that would be deemed to be drawn out of Eureka Bank’s bad debt reserves would require the payment of federal income taxes by Eureka Bank at the then current income tax rate on the amount deemed distributed. See “Federal and State Taxation — Federal Income Taxation” and note 15 of the notes to consolidated financial statements included elsewhere in this prospectus. New Eureka Financial Corp. does not contemplate any distribution by Eureka Bank that would result in this type of tax liability.

 

The common stock of old Eureka Financial Corp. is currently quoted on the Over-the-Counter Bulletin Board under the symbol “EKFC.” Upon completion of the conversion and offering, the shares of common stock of new Eureka Financial Corp. will replace old Eureka Financial Corp.’s common stock. After the offering, we intend to have the common stock of new Eureka Financial Corp. quoted on the Over-the-Counter Bulletin Board. The shares of common stock of old Eureka Financial Corp. and those of new Eureka Financial Corp. represent different economic interests and will reflect the effects of different financial results of operations and financial condition. Consequently, the market prices of the common stock and the financial results of old Eureka Financial Corp. before the completion of the conversion and offering and the market prices of the common stock and the financial results of new Eureka Financial Corp. after completion of the conversion and offering will be different.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should recognize that there are risks involved in their investment and that there may be a limited trading market in the common stock.

 

The following table sets forth high and low sales prices for old Eureka Financial Corp.’s common stock and dividends paid per share for the periods indicated.

 

 

At September 30, 2010, old Eureka Financial Corp. had approximately 253 shareholders of record, not including those who hold shares in “street name.” On the effective date of the conversion, all publicly held shares of old Eureka Financial Corp. common stock, including shares held by our officers and directors, will be converted automatically into and become the right to receive a number of shares of new Eureka Financial Corp. common stock determined pursuant to the exchange ratio. See “The Conversion and Offering — Share Exchange Ratio for Current Shareholders.” The above table reflects actual prices and has not been adjusted to reflect the exchange ratio. Options to purchase shares of old Eureka Financial Corp. common stock will be converted into options to purchase a number of shares of new Eureka Financial Corp. common stock adjusted pursuant to the exchange ratio, for the same aggregate exercise price.

 

The following table presents the historical capitalization of old Eureka Financial Corp. at September 30, 2010 and the capitalization of new Eureka Financial Corp. reflecting the offering (referred to as “pro forma” information). The pro forma capitalization gives effect to the assumptions listed under “Pro Forma Data,” based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares as a result of the exercise of options granted under the 1999 Stock Option Plan or the proposed new equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. We must sell a minimum of 680,000 shares to complete the offering. The information presented in the table below should be read in conjunction with the consolidated financial statements and notes thereto beginning at page F-1.