Knbt Bancorp Inc - Current report filing (8-K)
02 2월 2008 - 6:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported)
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January
28, 2008
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KNBT
Bancorp, Inc.
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(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-50426
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38-3681905
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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90
Highland Avenue, Bethlehem, Pennsylvania
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18017
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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
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(610)
861-5000
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Not
Applicable
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(Former
name, former address and former fiscal year, 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):
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[ ]
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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 under the Exchange Act (17 CFR
240.14a-12)
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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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Item
5.02
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Departure
of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements
of
Certain
Officers.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Not
applicable.
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(e) On
January
28, 2008, certain amendments to each of the following agreements were approved
by the Board of Directors of KNBT Bancorp, Inc. (“KNBT”) and Keystone Nazareth
Bank & Trust Company (the “Bank”):
·
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.
(“National Penn”), National Penn Bank and Scott V. Fainor;
and
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·
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.
(“National Penn”), National Penn Bank and Sandra L.
Bodnyk.
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On
September 6, 2007, KNBT entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with National Penn pursuant to which KNBT will merge with
and into National Penn (the “Merger”). The purpose of the amendments
was to make changes necessary to ensure that such agreements comply with
the
final regulations issued under Section 409A of the Code as required by the
Merger Agreement as well as to take into account the Merger. The
amended and restated employment agreements are effective as of the Effective
Time (as such term is defined in the Merger Agreement) of the Merger which
is
expected to be February 1, 2008. National Penn consented to such
amendments. In addition, under the terms of the amended and restated
agreements, the annual base salaries of Mr. Fainor and Ms. Bodnyk are $444,945
and $212,180, respectively.
In
addition, as previously disclosed, in connection with the Merger, (i) the
previously granted performance share awards covering 99,000 shares in the
aggregate have been cancelled and (ii) certain options covering in the aggregate
426,000 shares awarded in 2004 and 2005 to directors of KNBT are being amended
to provide for the acceleration of vesting upon completion of the Merger
consistent with the terms of the 2004 stock option plan pursuant to which
they
were granted. The forms of the cancellation agreement and the stock
option agreement amendment are attached hereto as Exhibits 10.3 and 10.4,
respectively.
The
foregoing description is qualified in its entirety by reference to the
agreements, copies of which are attached as Exhibits 10.1 through 10.4 to
this
Current Report on Form 8-K and incorporated herein by reference
thereto.
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(f)
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Not
applicable.
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Item
9.01
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Financial
Statements and Exhibits
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits
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The
following exhibits are included
herewith.
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Exhibit
Number
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10.1
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.,
National Penn Bank and Scott V. Fainor
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10.2
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.,
National Penn Bank and Sandra L. Bodnyk
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10.3
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Form
of Performance Share Award Cancellation Agreement
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10.4
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Form
of Amendment Number 1 to Stock Option
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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KNBT
BANCORP, INC.
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Date: February
1, 2008
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By:
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/s/
Eugene T. Sobol
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Eugene
T. Sobol
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Senior
Executive Vice President and
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Chief
Financial Officer
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INDEX
TO EXHIBITS
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Description
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10.1
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.,
National Penn Bank and Scott V. Fainor
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10.2
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Amended
and Restated Employment Agreement between Keystone Nazareth Bank
&
Trust Company, KNBT Bancorp, Inc., National Penn Bancshares, Inc.,
National Penn Bank and Sandra L. Bodnyk
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10.3
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Form
of Performance Share Award Cancellation Agreement
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10.4
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Form
of Amendment Number 1 to Stock Option
Agreement
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