UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    Annual Report pursuant to Section 13 or 15 (d) of the Securities and
Exchange Act of 1934
 for the fiscal year ended December 31, 2008.
 o
    
    Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
 for the transition period from to
.
 Commission File # 0-32605
 NEFFS BANCORP, INC.
  Pennsylvania
    
    23-2400383(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification
Number)
 5629 Route 873, P.O. Box 10, Neffs, PA 18065-0010
 Registrants telephone number including area code: 610-767-3875
 None
 Common Stock, $1.00 par value
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  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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(1)
    
 (1)
    
    The aggregate dollar amount of the voting stock set forth equals the number of
shares of the registrants Common Stock outstanding, reduced by the amount of Common Stock held by
executive officers, directors, and stockholders owning in excess of 10% of the registrants Common
Stock, multiplied by the last sale price for the registrants Common Stock on June 30, 2008. The
information provided shall in no way be construed as an admission that the officers, directors, or
10% stockholders in the registrant may be deemed an affiliate of the registrant or that such person
is the beneficial owner of the shares reported as being held by him and any such inference is
hereby disclaimed. The information provided herein is included solely for the record keeping
purpose of the Securities and Exchange Commission.




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PagePart I.Item 1
    
    Business
    
    
    1Item 1A
    
    Risk Factors
    
    
    5Item 1B
    
    Unresolved Staff Comments
    
    
    8Item 2
    
    Properties
    
    
    8Item 3
    
    Legal Proceedings
    
    
    8Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    8Part II.Item 5
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    9Item 6
    
    Selected Financial Data
    
    
    10Item 7
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    10Item 7A
    
    Quantitative and Qualitative Disclosures about Market RiskThe information required by this Item is contained in Item 7
of this Part II under the caption Interest Rate Sensitivity
and Market Risk.Item 8
    
    Financial Statements and Supplementary Data
    
    
    10Item 9
    
    Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    10Item 9A
    
    Controls and Procedures
    
    
    10Item 9A(T)
    
    Controls and Procedures
    
    
    11Item 9B
    
    Other Information
    
    
    11Part III.Item 10
    
    Directors, Executive Officers and Corporate Governance
    
    
    12Item 11
    
    Executive Compensation
    
    
    12Item 12
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    12Item 13
    
    Certain Relationships and Related Transactions, and
Director Independence
    
    
    12Item 14
    
    Principal Accountant Fees and Services
    
    
    12Part IV.Item 15
    
    Exhibits and Financial Statement Schedules
    
    
    12




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Part I
 Item I.
    
    Business
 Forward-Looking Statements
    General
    1




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www.neffsnatl.com
 Service Area
  Retail and Commercial Banking Activities
     2




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Competitive Business Conditions/Competitive Position
       Supervision and Regulations
  The Corporation
  3




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The Bank
     4




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National Monetary Policy
   Effect of Inflation
  Environmental Laws
  Item 1A.
    
    Risk Factors
  The Corporation is Subject to Interest Rate Risk
  5




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The Corporations Profitability Depends Significantly on Economic Conditions in the Commonwealth of Pennsylvania
  The Corporations Allowance for Loan Losses May be Insufficient
  6




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The Corporation Operates in a Highly Competitive Industry and Market Area
   The Corporation is Subject to Extensive Government Regulation and Supervision
  The Corporation May Not be Able to Attract and Retain Skilled People
  The Corporation is Subject to Environmental Liability Risk Associated with Lending Activities
  The Corporation Continually Encounters Technological Change
  7




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The Corporations ability to pay dividends depends primarily on dividends from its banking subsidiary, which is subject to regulatory limits.
  Item 1B. Unresolved Staff Comments
  Item 2. Properties
 Main Office
  1 2
 Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
  8




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Part II.
 Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
   Sales PricesQuarter Ended:
    
    High
    
    LowMarch 31, 2008
    
    $
    255.00
    
    
    $
    255.00June 30, 2008
    
    
    260.00
    
    
    
    260.00September 30, 2008
    
    
    265.00
    
    
    
    245.00December 31, 2008
    
    
    235.00
    
    
    
    221.00March 31, 2007
    
    $
    256.00
    
    
    $
    256.00June 30, 2007
    
    
    262.00
    
    
    
    262.00September 30, 2007
    
    
    263.00
    
    
    
    263.00December 31, 2007
    
    
    263.00
    
    
    
    263.00
  Maximum numberTotal number of
    
    (or dollar value) ofshares purchased
    
    shares that mayas part of publicly
    
    yet be purchasedTotal number of
    
    Price paid per
    
    announced plans
    
    under the plans orPeriod
    
    shares purchased
    
    share
    
    or programs
    
    programsOctober 3, 2008
    
    
    184
    
    
    $
    263.00
    
    
    
    N/A
    
    
    
    N/ANovember 19, 2008
    
    
    102
    
    
    $
    245.00
    
    
    
    N/A
    
    
    
    N/A
 Dividends and Dividend History
 th th
  9




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Item 6. Selected Financial Data
  Item 7.  Managements Discussion and Analysis of Financial Condition and
Results of Operations
  Item 8. Financial Statements and Supplementary Data
  Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
  Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
  Internal Controls Over Financial Reporting
  10




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Item 9A(T). Controls and Procedures
 Report of Managements Assessment of Internal Control over Financial Reporting
  
    
    maintain records that accurately reflect the companys transactions;
    
    prepare financial statement and footnote disclosures in accordance with GAAP that can be
relied upon by external users;
    
    prevent and detect unauthorized acquisition, use or disposition of the companys assets
that could have a material effect on the financial statements.
 Internal Control-Integrated Framework
    /s/ John J. Remaley
    
    
    
    /s/ Kevin A. SchmidtPresident & CEO
    
    
    
    Principle Financial Officer
 Item 9B. Other Information
  11




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Part III.
 Item 10. Directors, Executive Officers and Corporate Governance
   Item 11. Executive Compensation
  Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
   Item 13. Certain Relationships and Related Transactions, and Director Independence
  Item 14. Principal Accountant Fees and Services
  Part IV
 Item 15. Exhibits and Financial Statement Schedules
 No.
    
    
    
    
    
    Description(a)
    
    
    (1
    )
    
    Financial Statements are incorporated by reference from the 2008 Annual
Report.Report of Independent Registered Public Accounting FirmConsolidated Statements of Financial ConditionConsolidated Statements of IncomeConsolidated Statements of Stockholders Equity
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No.
    
    
    
    
    
    DescriptionConsolidated Statements of Cash FlowsNotes to Consolidated Financial Statements(2
    )
    
    Financial Statements Schedules (This item is omitted since
information required is either not applicable or is included in the footnotes to
the Annual Financial Statements.)(3
    )
    
    The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibits Index.3
    (i)
    
    Amended and Restated Articles of Incorporation of Neffs Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) of the Registration Statement on Form
10 dated and as filed with Commission on April 27, 2001.)3 (ii)
    
    Amended and Restated Bylaws of Neffs Bancorp, Inc. (Incorporated by reference to
Exhibit 99.1 of the Current Report on Form 8-K dated and as filed with the
Commission on February 27, 2002.)11
    
    
    Statement re: computation of per share earnings. See Consolidated Statements
of Income and Note 1 to the Consolidated Financial Statements included in the
Annual Report set forth as Exhibit 13 hereto.13
    
    
    Excerpts from Neffs Bancorp, Inc. Annual Report to Stockholders.14
    
    
    Code of Ethics (incorporated by reference to Exhibit 14 to the Form 10-K of the
registrant filed on April 1, 2002.)21
    
    
    Subsidiary of the Registrant (incorporated by reference to Exhibit 21 to the
Form 10-K of the registrant filed on April 1, 2002.)31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)31.2
    
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)32.1
    
    
    Certification of Chief Executive Officer pursuant to Section 1350 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer pursuant to Section 1350 of the
Sarbanes-Oxley Act of 2002.(b)
    
    Exhibits required by item 601 of Regulation SK.See Item 15(a) (3) above.
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Signatures
  Neffs Bancorp, Inc.Date: March 24, 2009
    By:
    /s/ John J. RemaleyJohn J. RemaleyPresident and Chief Executive Officer  Signatures
    
    Title
    
    Date/s/ John J. Remaley

John J. Remaley
    
    President, Chief Executive
Officer and Director
    
    March 24, 2009/s/ Herman P. Snyder

Herman P. Snyder
    
    Vice President and Director
    
    March 24, 2009/s/ Robert B. Heintzelman

Robert B. Heintzelman
    
    Director
    
    March 24, 2009/s/ Mary Ann Wagner

Mary Ann Wagner
    
    Director
    
    March 24, 2009/s/ John F. Simock

John F. Simock
    
    Director
    
    March 24, 2009/s/ Kevin A. Schmidt

Kevin A. Schmidt
    
    Treasurer and Director
    
    March 24, 2009/s/ John F. Sharkey, Jr.

John F. Sharkey, Jr.
    
    Director
    
    March 24, 2009/s/ Duane A. Schleicher

Duane A. Schleicher
    
    Director
    
    March 24, 2009
 14