As filed
with the Securities and Exchange Commission on March 8, 2005
Registration
No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
_______________________________
UNIVEST
CORPORATION OF PENNSYLVANIA
(Exact
name of registrant as specified in its charter)
|
Pennsylvania |
|
23-1886144 |
|
(State
or Other Jurisdiction
of
Incorporation or Organization |
|
(I.R.S.
Employer Identification No.) |
| |
|
14
North Main Street
Souderton,
Pennsylvania 18964 |
|
(Address,
including Zip Code, of Registrant’s Principal Executive
Offices) |
_______________________________
UNIVEST
CORPORATION OF PENNSYLVANIA 2003 LONG-TERM INCENTIVE PLAN
(Full
Title of the Plan)
_______________________________
William
S. Aichele
Chairman,
President and Chief Executive Officer
Univest
Corporation of Pennsylvania
14 North
Main Street
Souderton,
Pennsylvania 18964
(215)
721-2400
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
_______________________________
Copies
to:
Bradley
S. Rodos, Esquire
Fox
Rothschild LLP
2000
Market Street, 10th Floor
Philadelphia,
Pennsylvania 19103
CALCULATION
OF REGISTRATION FEE
|
Title
of securities
to
be registered |
Amount
to be registered |
Proposed
maximum offering price per share (1) |
Proposed
maximum aggregate offering price (1) |
Amount
of registration fee (1) |
| |
|
|
|
|
|
Common
Stock, $5.00 par value |
1,000,000
shares |
$39.97 |
$39,970,000 |
$4,704.47 |
| |
(1) |
Estimated
in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee and based
upon the average of the high and low sales prices of the Common Stock as
reported on the NASDAQ National Market on March 3,
2005. |
PART
I.
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of the Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the “Commission”).
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
We hereby
incorporate by reference into this registration statement the following
documents and information that we have earlier heretofore filed with the
Commission:
(1) Our
Annual Report on Form 10-K for our year ended December 31, 2004;
(2) All other
reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) since the end of the fiscal year
covered by the document referred to in (1) above; and
(3) The
description of our Common Stock which is contained in our registration
statements filed under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
In
addition, we hereby incorporate by reference into this registration statement
all documents that we subsequently file with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold. Each
document that is so incorporated by reference shall be deemed to be a part of
this registration statement from the date of the filing of such document with
the Commission.
Item
4. Description
of Securities.
Not
Applicable
Item
5. Interest
of Named Experts and Counsel.
Not
Applicable
Item
6. Indemnification
of Directors and Officers.
Subchapter
D (Sections 1741 through 1750) of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the “BCL”), contains provisions for
mandatory and discretionary indemnification of a corporation's directors,
officers, employees and agents (collectively “Representatives”), and related
matters.
Under
Section 1741, subject to certain limitations, a corporation has the power to
indemnify directors, officers and other Representatives under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
a threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party or
threatened to be made a party by reason of his being a Representative of the
corporation or serving at the request of the corporation as a Representative of
another corporation, partnership, joint venture, trust or other enterprise, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section
1742 provides for indemnification with respect to derivative actions similar to
that provided by Section 1741. However, indemnification is not provided under
Section 1742 in respect of any claim, issue or matter as to which a
Representative has been adjudged to be liable to the corporation unless and only
to the extent that the proper court determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
a Representative is fairly and reasonably entitled to indemnity for the expenses
that the court deems proper.
Section
1743 provides that indemnification against expenses is mandatory to the extent
that a Representative has been successful on the merits or otherwise in defense
of any such action or proceeding referred to in Section 1741 or 1742.
Section
1744 provides that unless ordered by a court, any indemnification under Section
1741 or 1742 shall be made by the corporation as authorized in the specific case
upon a determination that indemnification of a Representative is proper because
the Representative met the applicable standard of conduct, and such
determination will be made: (i) by the board of directors by a majority vote of
a quorum of directors not parties to the action or proceeding; (ii) if a quorum
is not obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or (iii) by the
shareholders.
Section
1745 provides that expenses incurred by a Representative in defending any action
or proceeding referred to in Subchapter D of Chapter 17 of the BCL may be paid
by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the Representative
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
Section
1746 provides generally that except in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness, the indemnification and
advancement of expenses provided by Subchapter D of Chapter 17 of the BCL shall
not be deemed exclusive of any other rights to which a Representative seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding that office. Section 1746 also authorizes a corporation to create a fund
or otherwise secure or insure in any manner its indemnification obligations.
Section
1747 grants a corporation the power to purchase and maintain insurance on behalf
of any Representative against any liability asserted against him and incurred by
him in his capacity as a Representative, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
that liability under Subchapter D of Chapter 17 of the BCL.
Sections
1748 and 1749 apply the indemnification and advancement of expenses provisions
contained in Subchapter D of Chapter 17 of the BCL to successor corporations
resulting from consolidation, merger or division and to service as a
Representative of a corporation or an employee benefit plan.
Section
1750 provides that the indemnification and advancement of expenses pursuant to
Subchapter D of Chapter 17 of the BCL shall continue as to a person who has
ceased to be a Representative and shall inure to the benefit of the heirs and
personal representative of that person.
Our
Articles of Incorporation and By-Laws provide that we are required and permitted
to indemnify our officers and directors, employees and agents under certain
circumstances. In addition, if permitted by law, we are required to advance
expenses to our officers and directors as incurred in connection with
proceedings against them in their capacity as a director or officers for which
they may be indemnified upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to indemnification. At present, we are not
aware of any pending or threatened litigation or proceeding involving any of our
directors, officers, employees or agents for which indemnification would be
required or permitted.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended (the “Securities Act”), may be permitted to directors and officers
pursuant to the foregoing provisions or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits
|
Exhibit
Number |
|
Description |
|
4 |
|
2003
Long-Term Incentive Plan |
| |
|
|
|
5.1 |
|
Opinion
of Fox Rothschild LLP |
| |
|
|
|
23.1 |
|
Consent
of KPMG LLP |
| |
|
|
|
23.2 |
|
Consent
of Ernst & Young LLP |
| |
|
|
|
23.3 |
|
Consent
of Fox Rothschild LLP (See Ex. 5.1) |
| |
|
|
|
24 |
|
Power
of Attorney (filed with signature pages) |
| |
|
|
Item
9. Undertakings.
A. We hereby
undertake:
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(a) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(b) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(c) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement; provided, however, that
paragraphs (A)(1)(a) and (A)(1)(b) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by us pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
B. We hereby
undertake that, for purposes of determining any liability under the Securities
Act of 1933, each filing of our annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering therein.
C. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted for our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of ours in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered in this
registration statement, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act of 1933, and we will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Borough
of Souderton, Commonwealth of Pennsylvania on the 8th day of
March, 2005.
| |
|
|
| |
UNIVEST CORPORATION OF
PENNSYLVANIA |
|
|
|
| |
By: |
/s/ Wallace H. Bieler |
| |
Wallace H. Bieler |
| |
Secretary,
Chief Operation Officer and
Chief
Financial Officer |
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William S. Aichele and Wallace H. Bieler, or each of
them, as true and lawful attorneys in fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name and
stead, in any and all capacities, to sign any and all amendments (including post
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys in fact and
agents, and each of them, full power and authority to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys in fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated:
|
Signature |
Title |
Date |
| |
|
|
|
/s/
WILLIAM S. AICHELE |
Chairman,
President, CEO and Director |
March
8, 2005 |
| |
|
|
|
William
S. Aichele |
|
|
| |
|
|
| |
Retired
Chairman, Director |
|
| |
|
|
|
Marvin
A. Anders |
|
|
| |
|
|
|
/s/
CHARLES H. HOEFLICH |
Chairman
Emeritus |
March
8, 2005 |
| |
|
|
|
Charles
H. Hoeflich |
|
|
| |
|
|
|
/s/
JAMES L. BERGEY |
Director |
March
8, 2005 |
| |
|
|
|
James
L Bergey |
|
|
| |
|
|
| /s/ R. Lee
Delp |
Director |
March
8, 2005 |
|
|
|
|
R.
Lee Delp |
|
|
| |
|
|
|
/s/
NORMAN L. KELLER |
Director |
March
8, 2005 |
| |
|
|
|
Norman
L. Keller |
|
|
| |
|
|
|
/s/
THOMAS K. LEIDY |
Director |
March
8, 2005 |
| |
|
|
|
Thomas
K. Leidy |
|
|
| |
|
|
|
/s/
H. RAY MININGER |
Director |
March
8, 2005 |
| |
|
|
|
H.
Ray Mininger |
|
|
| |
|
|
| |
Director |
|
| |
|
|
|
Merrill
S. Moyer |
|
|
| |
|
|
|
/s/
PAUL G. SHELLY |
Director |
March
8, 2005 |
| |
|
|
|
Paul
G. Shelly |
|
|
| |
|
|
|
/s/
JOHN U. YOUNG |
Director |
March
8, 2005 |
| |
|
|
|
John
U. Young |
|
|
| |
|
|
|
/s/
WALLACE H. BIELER |
Secretary,
Chief Operation Officer
and
Chief Financial Officer |
March
8, 2005 |
|
Wallace
H. Bieler |
|
|
| |
|
|
|
/s/
K. LEON MOYER |
Senior
Executive Vice President |
March
8, 2005 |
| |
|
|
|
K.
Leon Moyer |
|
|
EXHIBIT
INDEX
|
Exhibit
Number |
|
Description |
|
4 |
|
2003
Long-Term Incentive Plan |
| |
|
|
|
5.1 |
|
Opinion
of Fox Rothschild LLP |
| |
|
|
|
23.1 |
|
Consent
of KPMG LLP |
| |
|
|
|
23.2 |
|
Consent
of Ernst & Young LLP |
| |
|
|
|
23.3 |
|
Consent
of Fox Rothschild LLP (See Ex. 5.1) |
| |
|
|
|
24 |
|
Power
of Attorney (filed with signature pages) |