Knbt Bancorp Inc - Filing of certain prospectuses and communications in connection with business combination transactions (425)
26 1월 2008 - 6:33AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 25, 2008
(January 23, 2008)
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NATIONAL
PENN BANCSHARES, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Pennsylvania
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(State
or Other Jurisdiction of Incorporation)
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000-22537-01
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23-2215075
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Philadelphia
and Reading Avenues, Boyertown, PA
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19512
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(610)
367-6001
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[X]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
5 – Corporate
Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
As
previously reported, National Penn
Bancshares, Inc. (“National Penn”) and KNBT Bancorp, Inc. (“KNBT”) entered into
an Agreement and Plan of Merger on September 6, 2007 (the “Agreement”) providing
for the merger of KNBT with and into National Penn (the
“Merger”). Under the terms of the Agreement, on the effective date of
the Merger, the National Penn Board of Directors is to be comprised of fifteen
directors, ten of whom are to be current National Penn directors (selected
by
National Penn) and five of whom are to be current KNBT directors (selected
by
KNBT and approved by National Penn).
Also,
as previously reported, the ten
National Penn directors who will continue to serve on the National Penn Board
of
Directors upon closing of the Merger are Thomas A. Beaver, J. Ralph Borneman,
Jr., Robert L. Byers, Patricia L. Langiotti, Molly K. Morrison, Glenn E. Moyer,
Natalye Paquin, Robert E. Rigg, C. Robert Roth, and Wayne R. Weidner, and the
five KNBT directors who will serve on the National Penn Board of Directors
after
closing of the Merger are Jeffrey P. Feather, Donna D. Holton, Thomas L.
Kennedy, Christian F. Martin, IV, and R. Chadwick Paul,
Jr.
National
Penn’s Board of Directors is
divided into three classes of directors, each class as nearly equal in number
as
is possible, and each class with a term of three years.
On
January 23, 2008, National Penn’s
Board of Directors increased the size of the Board to fifteen, increased the
size of each class of directors to five, and, based on the recommendation of
the
Nominating/Corporate Governance Committee, elected the five previously approved
KNBT directors to be directors of National Penn (each in the class set forth
opposite that person’s name as follows), all contingent upon and effective on
the effective date of the Merger:
Jeffrey
P. Feather
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Class
III (until the annual meeting of shareholders in 2008)
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Donna
D. Holton
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Class
II (until the annual meeting of shareholders in
2010)
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Thomas
L. Kennedy
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Class
I (until the annual meeting of shareholders in
2009)
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Christian
F. Martin IV
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Class
II (until the annual meeting of shareholders in 2010)
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R.
Chadwick Paul, Jr.
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Class
II (until the annual meeting of shareholders in
2010)
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Section
8 – Other
Events
Item
8.01 Other Events
The
Annual Meeting of Shareholders of
National Penn has been scheduled for Monday, April 21,
2008
at
9:30 a.m. at the Holiday Inn, 7736 Adrienne Dr., Breinigsville,
Pennsylvania.
Additional
Information About This Transaction
:
National
Penn filed a registration statement on Form S-4 in connection with the
transaction, and National Penn and KNBT mailed a joint proxy
statement/prospectus to their respective shareholders in connection with the
transaction. Shareholders and investors were urged to read the joint proxy
statement/prospectus, because it contains important information about National
Penn, KNBT and the transaction. You may obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
National Penn, at the SEC's web site at www.sec.gov. A free copy of the proxy
statement/prospectus, and the filings with the SEC that are incorporated by
reference in the proxy statement/prospectus, may also be obtained from National
Penn or KNBT, by directing the request to either of the following
persons:
Ms.
Sandra L. Spayd
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Mr.
Eugene Sobol
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Corporate
Secretary
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Senior
Executive Vice President & Chief Financial Officer
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National
Penn Bancshares, Inc.
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KNBT
Bancorp, Inc.
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Philadelphia
and Reading Avenues
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90
Highland Avenue
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Boyertown,
PA 19512
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Bethlehem,
PA 18017
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(610)
369-6202
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(610)
807-5888
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NATIONAL
PENN BANCSHARES, INC.
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Date:
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January
25, 2008
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By:
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/s/
Glenn E. Moyer
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Name:
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Glenn
E. Moyer
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Title:
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President
and CEO
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Knbt Bancorp (NASDAQ:KNBT)
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