As filed with the Securities and Exchange Commission on April 10, 1996
Registration No. 33-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1886144
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14 N. Main Street, Souderton, PA 18964
(Address of Principal Executive Offices) (Zip Code)
UNIVEST 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Robert H. Schong, Secretary
UNIVEST CORPORATION OF PENNSYLVANIA
14 N. Main Street
Souderton, PA 18964
(Name and address of agent for service)
(215) 721-2400
(Telephone number, including area code, of agent for service)
With copies to:
Wilhelm L. Gruszecki, Esquire
Fox, Rothschild, O'Brien & Frankel
P. O. Box 431
Lansdale, PA 19446-0431
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
_________________________________________________________________________________________________________
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Registration
Registered Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock 250,000 shares $ 30.875 $ 7,718,750 $ 2,661.64
__________________________________________________________________________________________________________
</TABLE>
* Estimated solely for the purpose of determining the registration
fee. Based upon the average of the bid and asked price of the Common
Stock as of April 11, 1996.
Page 1 of 48 sequentially numbered pages. Exhibit Index on sequential
page 16.
Prospectus
UNIVEST CORPORATION OF PENNSYLVANIA
_________________________________
UNIVEST
1996 EMPLOYEE STOCK PURCHASE PLAN
________________________________
250,000 shares of Common Stock - Par Value $5.00
PLAN INFORMATION
General Plan Information
Univest Corporation of Pennsylvania (the "Corporation") has
become the sponsor of the Univest 1996 Employee Stock Purchase Plan
(the "Plan"). The Plan is intended to constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). Through the Plan, the
eligible employees of the Corporation (and its subsidiaries whose
employees are permitted to participate in the Plan) will be granted
options to purchase shares of the Corporation's common stock (the
"Common Stock") on specified days of the year referred to as "Offering
Date(s)". Beginning on the first pay day after an Offering Date, each
eligible employee who elects to participate in the Plan will direct a
portion of his pay to be set aside for the purchase of Common Stock on
a day referred to as the "Exercise Date". The period between the
Offering Date and the Exercise Date is referred to as the "Offering
Period". Participating employees will thereby acquire a proprietary
interest in the Corporation. Being a Code Section 423 "employee stock
purchase plan," the employee/optionee will not recognize any income at
the date of grant or exercise of the options to purchase Common Stock
and will recognize taxable income at the time of disposition of the
optioned Common Stock in an amount equal to the excess of the proceeds
of sale over the amount paid for the optioned Common Stock, or loss
equal to the amount paid over the proceeds.
The Plan will continue in existence until the earlier of the
exhaustion of the shares of Common Stock made available for the Plan
(which is 250,000 shares of Common Stock - Par Value $5.00) or the
action of the Corporation's Board of Directors to terminate the Plan.
The Board of Directors may, at any time, amend the Plan in any
respect, except that no amendment may increase the number of shares
reserved for purposes of the Plan or allow any person who is not an
eligible employee to become a participant in the Plan without the
approval of the Corporation's shareholders. The Plan is not subject
to any of the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
More information about the Plan can be obtained from the Human
Resources Department, Univest Building, 14 N. Main Street, Souderton,
PA 18964.
The Plan is administered by an "Administrative Committee"
appointed by the Board of Directors. The Administrative Committee has
the authority and power to make, adopt, construe and enforce rules and
regulations not inconsistent with the provisions of the Plan.
Securities to be Offered
250,000 shares of Common Stock of the Corporation are available
under the Plan for purchase by its participants.
Employees Who May Participate in the Plan
Each employee of the Corporation who has completed with the
Corporation at least one (1) year of continuous service or has been
employed at least two (2) years, is eligible to participate in the
Plan ("Eligible Employee"). One year of continuous service means
uninterrupted employment, excepting periods of excused absences. To
be eligible to participate as of any Offering Date, the preceding
eligibility requirements must be met on or prior to such Offering
Date. However, any employee who is otherwise eligible to participate
will not be eligible to participate if, for purposes of Code Section
423(b)(3), that employee owns stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of
stock of the Corporation or of its parent or subsidiary corporations.
Becoming a Participant
An Eligible Employee may elect to participate in the Plan by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date.
The Offering Dates are May 16, 1996, and the second business day of
each calendar quarter during which the Plan is in effect. An Eligible
Employee who becomes a participant will automatically continue to
participate in the Plan. An Eligible Employee who does not timely
execute and deliver an Enrollment Form for an Offering Period will not
participate in the Plan for that Offering Period or for any subsequent
Offering Period, unless the Eligible Employee executes and delivers a
timely Enrollment Form for a subsequent Offering Period.
Any Eligible Employee who has previously been a participant,
whose participation has been discontinued, and who desires to be
reinstated as a participant, may again become a participant by
executing and delivering to the Administrative Committee an Enrollment
Form on or no more than thirty (30) days prior to any Offering Date,
and in such event, the Eligible Employee shall again become a
participant on that Offering Date. An Eligible Employee may not
resume participation in the Plan during the Offering Period in which
his participation ended.
Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
On each Offering Date, each participant will be deemed to have
been given an option to purchase that number of shares of Common Stock
arrived at by dividing the total amount of the participant's expected
payroll deductions during the Offering Period (determined by
multiplying the payroll deductions withheld during the first pay
period of the Offering Period) by the fair market value of the shares
of Common Stock on that date as determined by the Administrative
Committee.
The maximum number of shares of Common Stock that may be
purchased for each participant on an Exercise Date is the lesser of
(i) the number of shares of Common Stock considered offered to the
participant on an Offering Date, (ii) the number of shares of Common
Stock that can be purchased by applying the full balance of the
participant's payroll deductions to the purchase of shares of Common
Stock at their purchase price, or (iii) the participant's
proportionate part of the maximum number of shares of Common Stock
available under the Plan.
However, if any person entitled to purchase shares would be
deemed to own Common Stock (including any number of shares that such
person would be entitled to purchase under any option) possessing five
percent (5%) or more of the total combined voting power value of all
classes of stock of the Corporation, the maximum number of shares of
Common Stock that participant may purchase will be limited to that
number which, when added to the number of shares of stock that such
person is deemed to own (excluding any number of shares that such
person would be entitled to purchase under the Plan), is one less than
such five percent (5%).
In addition, the Plan does not permit a participant to be granted
an option which permits his or her rights to purchase shares of Common
Stock under the Plan to accrue at a rate which exceeds $25,000 of the
fair market value of shares (determined at the time such option is
granted) for each calendar year for which such option is outstanding
at any time.
The Eligible Employees who elect to participate in the Plan will
be required to authorize a deduction from pay to be used for the
purchase of Common Stock under the Plan, which deduction cannot be
more than ten percent (10%) of the gross amount of such payment and no
less than two percent (2%) per pay check. A participant may decrease
(but not increase) the rate of payroll deductions during an Offering
Period. The new rate will become effective within fifteen (15)
business days after the Corporation's receipt of the change. Only one
change will be permitted during any Offering Period. A participant
may increase or decrease the rate of payroll deductions for any
subsequent Offering Period by filing with the Corporation a new form
on or prior to the Offering Date with respect to such Offering Period.
Amounts deducted from a participant's pay will be accounted for in a
bookkeeping account referred to as a Stock Purchase Account. No
interest will be paid on amounts credited to a participant's Stock
Purchase Account.
On each Exercise Date, the amounts credited to a participant's
Stock Purchase Account will be used to purchase shares of Common
Stock. The shares of Common Stock will be purchased either on the
over-the-counter market or from authorized but unissued (including
Treasury, if available) Common Stock of the Corporation. When shares
are purchased from authorized but unissued (including Treasury, if
available) Common Stock of the Corporation, the proceeds of such sale
will be retained by the Corporation for use in any general corporate
purpose. The shares of Common Stock purchased on behalf of a
participant will be credited to his Stock Purchase Account. The
shares will be held by a custodian who will hold all shares of Common
Stock purchased for the participants of the Plan. The Administrative
Committee will distribute quarterly reports to the participants of the
Plan as to the amount and status of their Stock Purchase Account.
The purchase price of the shares of Common Stock purchased under
the Plan on behalf of its participants will be established by the
Administrative Committee, provided, however, the purchase price will
not be less than 85% of the lesser of (i) the Market Value of the
shares of Common Stock on the first business day in the Offering; or
(ii) the Market Value of the shares of Common Stock on the last
business day of the Offering. For this purpose, Market Value means
the closing sale price on the date in question of a share of Common
Stock on the principal United States Securities Exchange registered
under the Securities and Exchange Act of 1934, as amended, on which
such Common Stock is listed, or if such Common Stock is not listed on
any exchange, the last sale price of a share of Common Stock as quoted
by the Bulletin Board on the date in question, or if no such
quotations are available, the fair market value on the date in
question of a share of Common Stock will be determined by the
Administrative Committee in good faith. The Bulletin Board is an
automated quotation system for OTC securities under Section 17(b) of
the Securities Exchange Act of 1934 operated by the National
Association of Security Dealers. The purchase price may include any
transfer or other fees imposed on the transaction pursuant to which
the shares of Common Stock are purchased.
Tax Effects of Plan Participation
Being a Code Section 423 "employee stock purchase plan," the
employee/optionee will not recognize any income at the date of grant
or exercise of the options to purchase Common Stock extended to the
employee. The employee/optionee will recognize taxable income at the
time of disposition of the optioned Common Stock in an amount equal to
the excess of the proceeds of sale over the amount paid for the
optioned Common Stock or loss equal to the amount paid over the
proceeds. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX
CONSEQUENCES, WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES REQUIRED PURSUANT TO THE PLAN.
Withdrawal From the Plan
Any participant may voluntarily withdraw from the Plan by
executing and delivering a Notice of Withdrawal with the
Administrative Committee. The withdrawal will be effective upon
receipt, except that any withdrawal received on an Exercise Date will
be effective on the next day. In addition, if a participant ceases to
be an employee of the Corporation, the participant's participation in
the Plan will immediately end, except that if that date is the
Exercise Date, the withdrawal will be effective on the next day. Upon
termination of participation, the amount of payroll deductions, if
any, standing to the participant's credit in his Stock Purchase
Account will be refunded to the participant within thirty (30) days of
the date of withdrawal.
When an Eligible Employee ceases to be a participant in the Plan,
the Corporation will issue certificates for shares of Common Stock
held by the custodian for the participant and deliver such
certificates to the participant within thirty (30) days of the
participant's withdrawal from the Plan. The Corporation will not
issue certificates for fractional shares. Any fractional shares will
be paid for in cash by the Corporation upon a participant's
withdrawal.
Assignment of Interest
The right to purchase shares of Common Stock under the Plan is
personal to the Eligible Employee, and is exercisable only by the
Eligible Employee during his lifetime while employed. It may not be
assigned or otherwise transferred by him.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of
shares that will ultimately be purchased from the Corporation under
the Plan or the prices which it will receive for such shares. When
shares are purchased from the Corporation, the net proceeds from such
sales will be used for general corporate purposes.
EXPERTS
The consolidated financial statements of the Corporation and
subsidiaries incorporated by reference in the Annual Report on Form 10-
K of the Corporation for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance on such report given on their authority as
experts in accounting and auditing.
Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required), and
independent auditors' reports, which financial statements and
schedules will have been audited to the extent and for the periods set
forth in such reports by the firm or firms rendering such reports, and
to the extent so audited and consent to incorporation by reference is
given, will be incorporated herein by reference in reliance upon such
reports given upon the authority of such firms as experts in
accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-
Laws, provides the Corporation's directors and officers with a broad
range of limitation from liability and indemnification for actions and
inactions in connection with the performance of their duties. Aside
from matters involving criminal statutes or tax laws, directors are
not personally liable for monetary damages for any action or inaction
taken unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes self-dealing,
willful misconduct or recklessness. The Corporation's directors and
officers are entitled to be indemnified in connection with, or
resulting from the defense of any civil or criminal action which they
are made parties or a party or are otherwise involved by reason of
being or having been a director or officer, provided that the
Corporation is not obligated to indemnify a director or officer with
respect to any matter as to which he shall be finally adjudged in an
action, suit or proceeding to have been liable for willful misconduct
or recklessness in the performance of his duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable.
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Corporation will provide a written statement to participants
advising them of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part
II of the Registration Statement for this Plan. These documents are
incorporated by reference in this Section 10(a) Prospectus. Also,
available without charge, upon written or oral request, the documents
required to be delivered to employees pursuant to Rule 428(b) (Section
230.428(b)). Such requests should be directed to: Attention:
Corporate Secretary, Univest Corporation of Pennsylvania, 14 N. Main
Street, Souderton, PA 18964.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed by the Corporation with the
Commission are incorporated herein by reference and all documents
subsequently filed by the Corporation with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
1. The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The description of the Common Stock contained in a
registration statement on Form S-14 dated March 1, 1973.
Item 4. Description of Securities - Not applicable.
Item 5. Interests of Named Experts and Counsel - Not applicable.
Item 6. Indemnification of Officers and Directors
Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended, (15 Pa. C.S.A. 1741-1750) (the
"BCL") provides that a business corporation shall have the power under
certain circumstances to indemnify directors, officers, employees and
agents against certain expenses incurred by them in connection with
any threatened, pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a bylaw
adopted by the shareholders, all powers enumerated in Section 1502
(relating to general powers) and elsewhere in the BCL or otherwise
vested by law in a business corporation shall be exercised by or under
the authority of, and the business and affairs of every business
corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the bylaws, the powers
and duties conferred or imposed upon the board of directors under the
BCL shall be exercised or performed to such extent and by such person
or persons as shall be provided in the bylaws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as
a director, including his duties as a member of any committee of the
board upon which he may serve, in good faith, in a manner he
reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry, skill and diligence, as
a person of ordinary prudence would use under similar circumstances.
In performing his duties, a director shall be entitled to rely in good
faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared
or presented by any of the following:
(1) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the
matters presented;
(2) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional
or expert competence of such person; or
(3) A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith, if he
has knowledge concerning the matter in question that would cause his
reliance to be unwarranted.
Except as otherwise provided in the bylaws, an officer shall
perform his duties as an officer in good faith, in a manner he
reasonably believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, skill and diligence,
as a person of ordinary prudence would use under similar
circumstances. A person who so performs his duties shall not be
liable by reason of having been an officer of the Corporation.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board
and individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in
which offices or other establishments of the corporation are located,
and all other pertinent factors. The consideration of those factors
shall not constitute a violation of Section 1712. In addition, absent
breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be
presumed to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of
directors and states that if a bylaw adopted by the shareholders so
provides, a director shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any
action, unless:
(1) the director has breached or failed to perform the duties of
his office under this section; and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to
any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a corporation who
is present at a meeting of its board of directors, or of a committee
of the board, at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent is
entered in the minutes of the meeting or unless he files his written
dissent to the action with the secretary of the meeting before the
adjournment thereof or transmits the dissent in writing to the
secretary of the corporation immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted
in favor of the action. Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its bylaws, a business
corporation shall have the power to indemnify any person who was or is
a party, or is threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that such person is
or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the
action or proceeding if such person 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. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or
its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was
a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of the action if such person
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the corporation.
Indemnification shall not be made under this section in respect of any
claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the
court of common pleas of the judicial district embracing the county in
which the registered office of the corporation is located or the court
in which such action was brought determines upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Common
Pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such
that to the extent that a representative of the business corporation
has been successful on the merits or otherwise in defense of any
action or proceeding referred to in Sections 1741 (relating to third
party actions) or 1742 (relating to derivative actions), or in defense
of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification.
Under this section, unless ordered by a court, any indemnification
under Section 1741 (relating to third party actions) or 1742 (relating
to derivative actions) shall be made by the business corporation only
as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances
because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or
proceeding;
(2) if such quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides
that expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to above may be paid by the business
corporation in advance of the final disposition of the action or
proceeding upon receipt of an understanding by or on behalf of the
representative to repay such amount if it is ultimately determined
that such person is not entitled to be indemnified by the corporation
as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses provided
by or granted pursuant to the other sections of the BCL shall not be
deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any
other bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.
Section 1746 of the BCL also provides that indemnification
referred to above shall not be made 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.
Section 1746 further declares that indemnification under any
bylaw, agreement, vote of shareholders or directors or otherwise, may
be granted for any action taken or any failure to take any action and
may be made whether or not the corporation would have the power to
indemnify the person under any other provision of law except as
provided in this section and whether or not the indemnified liability
arises or arose from any threatened, pending or completed action by
or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of
Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its by-laws, a
business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a representative of
the corporation or is or was serving at the request of the corporation
as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by
him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against that liability under the provisions of the BCL. Such
insurance is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a representative of the corporation and
shall inure to the benefit of the heirs and personal representatives
of that person.
Article IV of the By-Laws of the Corporation provides a broad
range of indemnification for its directors and officers. In essence,
directors and officers will be indemnified for any act committed while
in the course of their association with the Corporation, provided that
the director or officer shall be finally adjudged in the action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as a director or
officer.
Item 7. Exemption from Registration Claimed - Not applicable.
Item 8. Exhibits
Exhibit 3(a) Articles of Incorporation of the Corporation as amended
through April 21, 1994
Exhibit 3(b) Amended By-Laws of the Corporation
Exhibit 5 Opinion of Fox, Rothschild, O'Brien, & Frankel, corporate
counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien & Frankel
(included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal year ended
December 31, 1995
Exhibit 99(b) Univest 1996 Employee Stock Purchase Plan introductory
letter to Employees
Exhibit 99(c)** Univest 1996 Employee Stock Purchase Plan
Exhibit 99(d) Univest 1996 Employee Stock Purchase Plan Enrollment
Form
*.. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the definitive
proxy which was filed electronically on
March 7, 1996.)
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) 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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 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.
(4) That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 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 thereof.
Insofar as indemnification for liability under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant 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, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by such final adjudication of such issue.
SIGNATURES
The Registrant. 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 March 27, 1996.
UNIVEST CORPORATION OF PENNSYLVANIA
By: Merrill S. Moyer
Title: Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Capacity Date
<S> <C> <C>
MERRILL S. MOYER Chairman, President 3/27/96
Principal Executive Officer and Director
WALLACE H. BIELER Senior Vice President and 3/27/96
Principal Financial and Chief Financial Officer
Accounting Officer
JAMES L. BERGEY Director 3/27/96
HAROLD M. MININGER Director 3/27/96
CHARLES H. HOEFLICH Director 3/27/96
NORMAN G. GOOD Director 3/27/96
THOMAS K. LEIDY Director 3/27/96
JULES PEARLSTINE, ESQ Director 3/27/96
P. GREGORY SHELLY Director 3/27/96
R. LEE DELP Director 3/27/96
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (other than persons who administer the employee
benefit plan) have 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 March 27,
1996.
UNIVEST 1996 EMPLOYEE STOCK PURCHASE
PLAN
By: CHARLES H. HOEFLICH
Administrative Committee Member
By: JAMES L. BERGEY
Administrative Committee Member
By: THOMAS K. LEIDY
Administrative Committee Member
By: HAROLD M. MININGER,
Administrative Committee Member
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page
<S> <C> <C>
Exhibit 3(a) Articles of Incorporation of the 17-21
Corporation as amended through April 21,
1994
Exhibit 3(b) Amended By-Laws of the Corporation 22-43
Exhibit 5 Opinion of Fox, Rothschild, O'Brien 44-45
& Frankel
corporate counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP 46
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien
& Frankel
(included in part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal
year ended December 31, 1995
Exhibit 99(b) Univest 1996 Employee Stock Purchase Plan 47
introductory letter to Employees
Exhibit 99(c)** Univest 1996 Employee Stock Purchase Plan
Exhibit 99(d) Univest 1996 Employee Stock Purchase Plan 48
Enrollment Form
* .. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the
definitive proxy which was
electronically filed on March 7, 1996)
</TABLE>
UNIVEST CORPORATION OF PENNSYLVANIA
Amended Articles of Incorporation
April 12, 1994
1. The name of the corporation is: Univest Corporation of Pennsylvania
2. The location and post office address of its initial registered
office in this commonwealth is: c/o Union National Bank and Trust
Company of Souderton, Montgomery County, Pennsylvania.
3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows: To engage in and do any lawful act
concerning any or all lawful business for which corporations may be
incorporated under this Act and to act as a one-bank holding company
under the Federal Bank Holding Company Act of 1956. (U.S.C., Title
12, Sections 1841-48), as amended by the Bank Holding Company Act of
1970.
4. The term of its existence is: Perpetual
5. The aggregate number of shares which this Corporation shall have
authority to issue is 12,000,000 shares of Common Stock having a
par value of Five Dollars ($5) per share.
No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares. In elections for directors of this
Corporation, cumulative voting shall not be permitted.
6. No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares of any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares; further, cumulative voting shall not be allowed
but each stockholder shall be entitled at all elections of directors
to cast a number of votes equal to the number of shares owned by him
for as many directors as there are to be elected.
7. The names and addresses of each of the incorporators and the number
and class of shares subscribed by each are:
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
<TABLE>
<CAPTION>
NUMBER AND
NAME ADDRESS CLASS OF SHARES
<S> <C> <C>
Russell M. Hillegass 608 Harleysville Pike 20
Souderton, PA 18964
Charles H. Hoeflich Box 197, Perkasie, PA 18944 20
Horace W. Longacre Godshall Road 20
Franconia, PA 18924
Harold M. Mininger 247 Franklin Avenue 20
Souderton, PA 18964
Raymond Rosenberger Forty Foot Road 20
Hatfield, PA 19440
</TABLE>
8. The presence in person or by proxy of Shareholders entitled to cast
at least 66 2/3% of the votes which all Shareholders are entitled to
cast shall constitute a quorum at a meeting of the Shareholders. If
a quorum is present, the affirmative vote of the majority of the
Shareholders represented at the meeting shall be the act of the
Shareholders unless the vote of a greater number is required by
these Articles or the Bylaws of this Corporation.
9. The affirmative vote of the holders of a majority of the shares of
this Corporation's stock, issued, outstanding, and entitled to vote,
shall be required to approve any of the following:
a. Any merger or consolidation of this Corporation with or into
any other corporations;
b. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of stock of this
Corporation, pursuant to a vote of the Stockholders;
c. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of this Corporation to any other
corporation, person or entity; or
d. Any transaction similar to or having similar effect as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a beneficial
owner, directly or indirectly, more than five percent (5%) of the
shares of this Corporation, issued, outstanding, and entitled to vote,
on the record date for the determination of Stockholders entitled to
notice and to vote at any special or annual meeting of the
Stockholders, then, and in that event, the affirmative vote of at least
seventy-five percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote, shall be required to approve any of the
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
transactions identified above in paragraphs (a) through (d), inclusive. The
affirmative vote of at least seventy-five percent (75%) of the shares
outstanding as set forth herein above shall be in lieu of the vote of
the Stockholders otherwise required by law.
The Board of Directors of this Corporation shall have the sole power
and duty to determine from the corporate stock records or from any
other source or from information known to the Board, if and when such
other corporation, person, or entity is a beneficial owner, directly or
indirectly, of more than five percent (5%) of the shares of this
Corporation, issued, outstanding, and entitled to vote. In addition
thereto, the Board of Directors shall have the sole power to determine
if any transaction is similar to, or has a similar effect as any of the
transactions identified above in paragraphs (a) through (d), inclusive.
Such determination as made by the Board of Directors shall be
conclusive and binding for all purposes hereof.
The provisions hereof shall not apply to any transaction which is
approved in advance by the majority vote of the members of the Board of
Directors of this Corporation at a meeting duly called and held in
accordance with the Bylaws of this Corporation.
This Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of at least seventy-five percent (75%)
of the shares of this Corporation, issued, outstanding, and entitled to
vote at any duly-convened annual or special meeting of the Stockholders
of this Corporation.
10. Any director, any class of directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time only for cause, and only by either the affirmative vote of a
majority vote of the Board of Directors in office, or the
affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of this Corporation, issued, outstanding, and
entitled to vote for the election of directors. Cause shall
include, but not be limited to, the following:
a. Mismanagement, collusion, or fraud;
b. Improper conduct relating to the funds of this Corporation;
c. Violation of the fiduciary duty of the directors;
d. All acts, omissions, and concealments which involve a breach of
the legal or equitable duty, trust, or confidence justly reposed
in a Director;
e. Wasting corporate assets;
f. Judicially declared of unsound mind; or
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
g. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
11. The authority to make, amend, alter, change, or repeal the
Bylaws of the Corporation is hereby specifically granted to and
vested in the Board of Directors of the Corporation which must be
approved by a vote of the majority of the Board of Directors in
office at any regular or special meeting, duly convened after notice
for that purpose. This authority is subject to the power of the
Shareholders to make, amend, alter, change, or repeal the Bylaws of
the Corporation by the affirmative vote of seventy-five percent
(75%) of the shares of the Corporation's capital stock, issued,
outstanding and entitled to vote, at any regular or special meeting
duly convened after notice for that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
12. This Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation
upon:
a. The affirmative vote of the holders of at least seventy-five
percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened; or
b. The affirmative vote of a majority of the members of the Board of
Directors of this Corporation and the Affirmative vote of the
holders of a majority of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened.
13. Nominations for the election of members of the Board of
Directors may be made by the Board of Directors or by any
Stockholder entitled to vote for the election of Directors.
Nominations made by Stockholders entitled to vote for the election
of Directors shall be made by notice, in writing, delivered to or
mailed by registered return receipt mail, postage prepaid, to the
Secretary of this Corporation, not less than thirty days nor more
than fifty days prior to any meeting of the Stockholders called for
the election of Directors; provided, however, that if less than
twenty-one days notice of the meeting is given to the Stockholders,
such a nomination shall be delivered or mailed to the Secretary of
this Corporation not later than the close of the seventh day
following the date on which the notice of the meeting was mailed to
the Stockholders. Such notification shall contain the following
information to the extent known to the Stockholder intending to
nominate any candidate for election to the Board of Directors:
a. The names, ages, and resident addresses of each of the proposed
nominees;
b. The principal occupation or employment and business address of
each proposed nominee;
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
c. The total number of shares of this Corporation that, to the
knowledge of the notifying Stockholder, will be voted for each of
the proposed nominees;
d. The name and resident address of the notifying Stockholder; and
e. The number of shares owned by the notifying Stockholder.
Any nomination for Directors made by a Stockholder not made in
accordance herewith may be disregarded by the Secretary of the meeting,
and the votes cast for such nominee may be disregarded by the judges of
election.
The undersigned, being Secretary of Univest Corporation of
Pennsylvania, HEREBY CERTIFIES That the foregoing is a true and correct
compilation, of the Articles of Incorporation of the Corporation, as
amended, up to and including the date hereof; and FURTHER CERTIFIES
That the Articles of Incorporation, as amended, as set forth therein,
are as of the date hereof, in full force and effect.
Date: April 10, 1996 Robert H. Schong, Corporate Secretary
UNIVEST CORPORATION
OF PENNSYLVANIA
BYLAWS
Adopted - May 25, 1983
Amended - March 20, 1984
Amended - December 28, 1988
Amended - December 27, 1989
Amended - July 25, 1990
Amended - September 28, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE I - General
Page
<S> <C> <C>
Sec. 1 Office 1
Sec. 2 Seal 1
Sec. 3 Fiscal Year 1
<CAPTION>
ARTICLE II - Shareholders
<S> <C> <C>
Sec. 1 Place of Meetings 1
Sec. 2 Annual Meeting 1
Sec. 3 Special Meetings 1
Sec. 4 Adjournments of Meetings 2
Sec. 5 Notice of Meetings 2
Sec. 6 Waiver of Notice 3
Sec. 7 Quorum at Shareholders Meeting 3
Sec. 8 Shareholders' Proposals 3
Sec. 9 Voting of Shares 3
Sec. 10 Voting Power 3
Sec. 11 Proxies 4
Sec. 12 Judges of Election 5
Sec. 13 Determination of Shareholders of Record 6
Sec. 14 Certification by Nominee of Beneficial Owner 6
Sec. 15 Voting Lists 6
Sec. 16 Examination of Records 7
Sec. 17 Presiding Officer 7
Sec. 18 Nominations for Directors 7
<CAPTION>
ARTICLE III - Directors
<S> <C> <C>
Sec. 1 Number and Classifications 8
Sec. 2 Election 9
Sec. 3 Vacancies 9
Sec. 4 Resignation of Directors 9
Sec. 5 Removal of Directors 10
Sec. 6 Regular Meetings of the Board of Directors 10
Sec. 7 Special Meetings 10
Sec. 8 Notice of Meetings 10
Sec. 9 Presiding Officer and Order of Business 10
Sec. 10 Quorum 11
Sec. 11 Powers of Board of Directors 11
Sec. 12 Financial Report to Shareholders 12
Sec. 13 Committees 12
<CAPTION>
ARTICLE IV - Indemnification
<S> <C> <C>
Sec. 1 Indemnification 13
Sec. 2 Limitation of Directors' Liability 14
Sec. 3 Expenses 14
Sec. 4 Standard of Care and Justifiable Reliance 14
<CAPTION>
ARTICLE V - Officers
<S> <C> <C>
Sec. 1 Election of Officers and Agents 15
Sec. 2 Terms and Compensation 15
Sec. 3 Chairman 16
Sec. 4 President 16
Sec. 5 Vice President 16
Sec. 6 Secretary 16
Sec. 7 Treasurer 17
Sec. 8 Assistant Secretary 17
Sec. 9 Assistant Treasurers 17
<CAPTION>
ARTICLE VI - Execution of Documents
<S> <C> <C>
Sec. 1 Checks, Notes, Etc. 17
Sec. 2 Other Documents 17
<CAPTION>
ARTICLE VII - Share Certificates and Transfers
<S> <C> <C>
Sec. 1 Share Certificates 18
Sec. 2 Transfer of Shares 18
Sec. 3 Loss or Destruction of Share Certificates 18
Sec. 4 Transfer Agents and Registrars 19
<CAPTION>
ARTICLE VIII - Amendments
<S> <C> <C>
Sec. 1 Amendments to Bylaws 19
<CAPTION>
ARTICLE IX - Miscellaneous
<S> <C> <C>
Sec. 1 Statement Relating to Act 92 of 1983 19
Sec. 2 Statement Relating to Act 36 of 1990 19
</TABLE>
BYLAWS
UNIVEST CORPORATION OF PENNSYLVANIA
(Adopted May 25, 1983)
(Amended March 20, 1984)
(Amended April 14, 1987)
(Amended December 28, 1988
(Amended December 27, 1989)
(Amended July 25, 1990)
(Amended September 28, 1994)
ARTICLE I
General
SECTION 1 - Office:
The principal office of the Corporation shall be in Souderton,
Pennsylvania.
SECTION 2 - Seal:
The Corporation shall have a corporate seal which shall contain the
words "Univest Corporation of Pennsylvania" in a circle within which the
word "SEAL" shall be embossed. It shall not be necessary to affix an
impression of the corporate seal to any instrument or other document for
the valid execution, assignment, or endorsement by the Corporation.
SECTION 3 - Fiscal Year:
The fiscal year of the Corporation shall end on the 31st day of
December.
ARTICLE II
Shareholders
SECTION 1 - Place of Meetings:
The Shareholders' Meeting shall be held at the principal office of
the Corporation or at such other place, within or without the
Commonwealth of Pennsylvania, as designated in a notice of the meeting
each Shareholder shall receive.
SECTION 2 - Annual Meeting:
The Annual Meeting of Shareholders shall be held on the second
Tuesday of April each year or on such other date as determined by the
Board of Directors.
SECTION 3 - Special Meetings:
Special meetings of the Shareholders may be called at any time by
the Chairman or by the majority vote of all of the members of the Board
of Directors entitled to vote.
A. Upon written request to the Secretary, sent by registered mail
or delivered to the Secretary in person, by any persons entitled to
call a special meeting of the Shareholders as set forth in Section 3
above, the Secretary shall call a special meeting as follows:
1. The time of the special meeting shall be scheduled by the
Secretary in accordance with the written request, provided:
a. That the meeting may not be scheduled less than fifteen
(15) days or more than sixty (60) days after the receipt of the
written request to hold a special meeting.
b. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons
calling the meeting may do so, subject, however, to the
requirements of notice as set forth in Article II, Section 5.
SECTION 4 - Adjournment of Meetings:
Any regular or special meeting of the Shareholders, including one at
which Directors are to be elected, may be adjourned for such period as
the Shareholders present and entitled to vote shall direct.
SECTION 5 - Notice of Meeting:
A. Notice shall be sent to each Shareholder by the Secretary. If
the Secretary fails to send notice as required, then and in that
event, the person who is authorized to call the meeting shall do so.
B. Notice shall be sent to Shareholders of record entitled to vote
at the meeting, not less than ten (10) days prior to the date of the
meeting.
C. Whenever written notice is required to be given to any person
under the provisions of these Bylaws, it may be given to the person
either personally or by sending a copy thereof by first class or
express mail, postage prepaid, or by telegram (with messenger
service specified), telex or TWX (with answer-back received) or
courier service, charges prepaid, or by telecopier, to his address
(or to his telex, TWX, telecopier or telephone number) appearing on
the books of the Corporation or, in the case of Directors, supplied
by the Director to the Corporation for the purpose of notice.
If the notice is sent by mail, telegraph or courier service, it
shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office,
or courier service for delivery to that person or, in the case of
telex or TWX, when dispatched.
D. Notice shall specify the place, the day, and the hour of the
meeting. In the case of special meetings, it shall include all the
above, and it shall also include a description of the general nature of
the business to be transacted at the meeting.
E. Notice of an adjourned meeting or of the business to be
transacted at an adjourned meeting need not be given other than by
announcement at the same meeting at which the adjournment action is
taken, unless the Board of Directors fix a new record date for the
adjourned meeting.
SECTION 6 - Waiver of Notice:
A waiver of notice shall be deemed equivalent to the receipt of
notice if it is signed by the person or persons entitled to receive such
notice.
A. With the exception of a special meeting, neither the business to be
transacted nor the purpose of the meeting need be specified in the
waiver of notice of such meeting.
B. Attendance of a person either in person or by a proxy at any meeting
shall constitute a waiver of notice of that meeting.
1. A waiver of notice shall not be applied to the person who
attends a meeting for the express purpose of objecting to the
transaction of any business because a meeting was not lawfully
called.
SECTION 7 - Quorum at Shareholders' Meetings and Shareholder Consent:
A. The presence in person or by proxy of Shareholder's entitled to cast
at least 66 2/3% of the votes which all Shareholders are entitled to
cast shall constitute a quorum at a meeting of the Shareholders. If
a quorum is present, the affirmative vote of the majority of the
Shareholders represented at the meeting shall be the act of the
Shareholders unless the vote of a greater number is required by
these Bylaws, as defined in Article II, Section 10. (Voting Power)
B. No action required to be taken or which may be taken at any annual
or special meeting of the Shareholders of the Corporation may be
taken without a meeting, and the power of the Shareholders of the
Corporation to consent in writing to action without a meeting is
specifically denied.
SECTION 8 - Shareholders' Proposals:
A proposal for action to be presented by any shareholder at an
annual or special meeting of shareholders shall be out of order unless
specifically described in the Company's notice to all shareholders of the
meeting and the matters to be acted upon thereat or unless the proposal
shall have been submitted in writing to the Chairman and received at the
principal executive offices of the Company at least 60 days prior to the
date of such meeting, and such proposal is, under law, an appropriate
subject for shareholder action.
SECTION 9 -Voting of Shares:
Unless otherwise provided in the Articles of Incorporation, every
Shareholder of record shall have the right to one vote for every share
standing in the Shareholder's name on the books of the Corporation.
SECTION 10 -Voting Power:
The affirmative vote of the holders of a majority of the shares of
the Corporation's capital stock, issued, outstanding, and entitled to
vote, shall be required to approve any of the following:
A. Any merger or consolidation of the Corporation with or into any
other corporations; or
B. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of capital stock of the
Corporation, pursuant to a vote of the Shareholders;
C. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of the Corporation to any other
corporation, person, or entity; or
D. Any transaction similar to, or having similar effect, as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a
beneficial owner, directly or indirectly, more than 5% of the shares of
capital stock of the Corporation, issued, outstanding, and entitled to
vote, on the record date for determination of Shareholders entitled to
notice thereof and to vote thereon, than and in that event, 75% of the
shares of the Corporation's capital stock, issued, outstanding, and
entitled to vote, shall be required to approve any of the transactions
identified above in Paragraphs A. through D., inclusive. The affirmative
vote of 75% of the shares outstanding as set forth herein above shall be
in lieu of the vote of the Shareholders otherwise required by law.
The Board of Directors of the Corporation shall have the power and
duty to determine from the corporate stock records or from any other
source or from information known to the Board, if and when such other
corporation, person, or entity is the beneficial owner, directly or
indirectly, of more than 5% of the shares of capital stock of the
Corporation, issued, outstanding, and entitled to vote; and in addition
thereto, the Board of Directors shall have the power to determine if any
transaction is similar to, or has a similar effect as, any of the
transactions identified above in Paragraphs A. through D., inclusive.
Such determination as made by the Board of Directors shall be conclusive
and binding for all purposes of this section.
The provisions of this section shall not apply to any transaction
which is approved in advance by a majority of the members of the Board of
Directors of the Corporation at a meeting duly called and held in
accordance with these Bylaws.
The Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of 75% of the shares of the Corporation's
capital stock, issued, outstanding, and entitled to vote.
SECTION 11 - Proxies:
Every share may be voted either in person or by proxy.
If a proxy, the following are the proxy requirements:
A. Every proxy shall be executed in writing by the Shareholder or by
his duly-authorized attorney in fact (who shall file a written Power
of Attorney with the Secretary of Univest Corporation).
B. A proxy, unless coupled with an interest, shall be revocable at
will.
C. The revocation of a proxy shall not be effective until such notice
has been given to the Secretary of Univest Corporation, or a
shareholder appears in person at the meeting and revokes the proxy
by a written designation to the Corporation.
D. An unrevoked proxy shall not be valid for more than three (3) years
from the date of its execution.
E. Unless the Secretary of Univest Corporation receives a certificate
of death or a notice of incapacity before the vote is counted, a
proxy shall not be revoked by the death or incapacity of a
Shareholder.
SECTION 12 - Judges of Election:
The elections for Directors do not have to be by written ballot.
However, a Shareholder, before the voting begins, may request that the
election be held by written ballot.
The Board of Directors may appoint in advance of any meeting of
Shareholders, judges to act as judges of election at such meeting. The
judges of election need not be Shareholders.
A. Should the judges of election not be appointed, the chairman of the
meeting may appoint the judges of election for that meeting at or
before the meeting.
B. The number of judges appointed shall be three (3).
C. No person who is a candidate for office shall be appointed and act
as a judge of election.
D. Should a judge fail to appear, refuse or be unable to act, his
vacancy shall be filled by appointment made by the chairman or
presiding officer at the meeting.
E. The duties of the judges of election shall be as follows:
1. To determine the number of shares outstanding and the voting power
of each Shareholder.
2. To determine the shares represented at the meeting.
3. To determine the existence of a quorum pursuant to these Bylaws.
4. To determine the authenticity, validity, and effect of proxies.
5. To hear and determine all challenges and questions in any way
arising in connection with the right to vote at the election.
6. To count and tabulate all votes and determine the result of the
election.
7. And to do such acts as may be proper to conduct the election or
vote with fairness to all Shareholders.
F. The decision of the majority of the judges shall be effective in all
respects as if the decision had been made by all unanimously.
G. On request of the chairman or the presiding officer or any
Shareholder or a Shareholder's proxy, the judges may make a report
in writing of any challenge or question or matter determined by
them.
1. Any report made by the judges shall be prima facie evidence of the
facts stated in the report.
SECTION 13 - Determination of Shareholders' of Record:
The Board of Directors may fix a time, not more than seventy (70)
days prior to:
A. The record date of any meeting of the Shareholders, or
B. The date fixed for the payment of any dividend, or
C. The date when any change or conversion or exchange of shares
shall take effect.
The following date shall determine the Shareholders' of Record
entitled to the following:
A. To receive notice of the meeting;
B. To be entitled to vote at such meeting; and/or
C. To receive payment of such dividend; and/or
D. To receive any allotment of rights; and/or
E. To exercise any rights, notwithstanding any transfer of any
shares on the books of the Corporation after the record date as
fixed above.
F. When a determination of Shareholders of Record has been
made for purposes of a meeting, the determination shall apply
to any adjournment thereof unless the Board fixes a new record
date for the adjourned meeting.
SECTION 14 - Certification by Nominee of Beneficial Owner:
The Board of Directors, by resolution adopted by majority vote,
shall have the power to adopt a procedure whereby a shareholder of
the Corporation may certify in writing to the Corporation that all
or a portion of the shares registered in the name of the Shareholder
are held for the account of a specified person or persons.
SECTION 15 - Voting Lists:
The officer or agent having charge of the transfer books for
shares of the Corporation shall make a complete list of the
Shareholders as of the record date who shall be entitled to vote at
the meeting.
A. The list will be arranged in alphabetical order with the
address and the number of shares of each Shareholder.
B. The list shall be kept on file at the registered office of the
Corporation and shall be subject to an inspection by any
Shareholder at any time during usual business hours.
C. The list shall also be produced and kept open at the time and
place of the Shareholders' meeting and shall be subject to the
inspection by any Shareholder during the time of the meeting.
D. The list of Shareholders shall be evidence as to who are the
Shareholders entitled to examine the lists, or to vote in person
or by proxy, at any Shareholders' meeting.
SECTION 16 - Examination of Records:
Upon reasonable advance notice in writing, every Shareholder
shall have the right to examine in person or by agent or by attorney
at any reasonable time or times and for any reasonable purpose the
share register, the books of records of account, and records of the
proceedings of the Shareholders and Directors.
SECTION 17 - Presiding Officer:
All meetings of the Shareholders shall be called to order and
presided over by the Chairman, or, by a temporary Chairman elected
by the Shareholders present at the meeting.
SECTION 18 - Nominations for Directors:
Nominations for the election of Directors may be made by the
Board of Directors or by any Shareholder entitled to vote for the
election of Directors. Nominations made by Shareholders entitled to
vote for the election of Directors shall be made by notice, in
writing, delivered or mailed by registered return receipt mail,
postage prepaid, to the Secretary of the Corporation, not less than
thirty (30) days nor more than fifty (50) days prior to any meeting
to the Shareholders called for the election of Directors; provided,
however, that if less than twenty-one (21) days notice of the
meeting is given to the Shareholders, such a nomination shall be
delivered or mailed to the Secretary of the Corporation not later
than the close of the seventh (7th) day following the date on which
the notice of the meeting was mailed to the Shareholders. Such
notification shall contain the following information to the extent
known to the Shareholder intending to nominate any candidate for
election to the Board of Directors:
A. The names, ages, and resident addresses of each of the proposed
nominees;
B. The principal occupation or employment and business address of
each proposed nominee; and
C. The total number of shares of the Corporation that, to the
knowledge of the notifying Shareholders, will be voted for each of
the proposed nominees;
D. The name and resident address of the notifying Shareholder;
E. The number of shares owned by the notifying Shareholder.
Any nomination for Director made by a Shareholder not made in
accordance herewith may be disregarded by the Secretary of the
meeting, and the votes cast for such nominee may be disregarded by
the judges of election.
ARTICLE III
Directors
SECTION 1 - Number and Classification:
The business and affairs of the Corporation shall be managed by
a Board of Directors.
A. The Board of Directors shall be individuals who need not be residents
of the Commonwealth of Pennsylvania or Shareholders of the Corporation.
Individuals shall retire from the Board of Directors on the first day of
the month following their seventy-second (72d) birthday. Persons who
were Directors of Union National Bank and Trust Company of Souderton on
or before February 3, 1970, are exempt from this retirement provision.
B. The Board of Directors shall have the power to fix the number of
Directors and to determine, from time to time, in which category a
Director shall be placed. The categories of Directors shall be Class
I, Class II, and Class III. Action may be taken by the Board from
time to time, by proper resolution, to increase or decrease the
number of Directors without a vote of the Shareholders, provided that
the number of Directors is not less than five (5) or more than
twenty-five (25).
1. In the event that the Board of Directors shall decide by resolution
to reduce the size of the Board, they must include within the
resolution a statement as to the term of a Director or Directors
who will be removed from office or terminate at the end of their
then-existing term.
2. The Board of Directors shall be divided into three classes to be
known as Class I, Class II, and Class III. Each class shall be as
nearly equal in number as possible, with the term of office of one
class expiring each year. Of the initial classified Board of
Directors first chosen, after adoption of these Bylaws, Class I
shall consist of three (3) Directors who shall be elected to hold
office for the term of one (1) year or until the next annual
election; Class II shall consist of four (4) Directors each to hold
office for two (2) years, or until the second annual election.
Class III shall consist of four (4) directors each to hold office
for three (3) years, or until the third annual election. At each
annual election, the successors to each class of Directors, whose
terms shall expire in that year, shall be elected to hold office
for the term of three (3) years, so that the term of office of one
class of Directors shall expire each year when their respective
successors have been duly elected by the Shareholders and qualified.
At each annual election of Directors by the Shareholders of the
Corporation held during and after the third year or until the third
annual election, the Directors chosen to succeed those whose terms
then expired shall be identified as being of the same class of
Directors they succeed. When the number of Directors has changed,
then the newly-created directorship or any decrease in directorships
shall be apportioned among the classes of Directors as to make all
classes as nearly equal in number as possible.
C. In addition to the Directors elected in accordance with Article III,
Section 1., B., 2., herein above, there shall be elected by the
Shareholders at the annual meeting of the Shareholders three (3)
Directors who shall be called "Alternate Directors."
D. Alternate Directors shall attend all meetings of the Board of
Directors and shall have the right to participate in the discussions
held. However, alternate Directors shall have no voting power, shall
not be included in determining whether a quorum of the Board is
present and shall not be appointed to any committees of the Board.
They shall be paid for their attendance at the meetings of the Board
of Directors in accordance with the resolutions adopted by the Board.
SECTION 2 - Election:
The Directors shall be elected at the Annual Meeting of the
Shareholders.
A. If not elected at an annual meeting, they may be elected at a special
meeting called for that purpose.
B. Each Director shall hold office until his successor is elected or
until his resignation, removal from office, or death.
SECTION 3 - Vacancies:
The Board of Directors shall appoint a Director from the pool of
Alternate Directors to fill any vacancy of the Board of Directors
created by the resignation, death, incapacity, or removal from
office of any Director. An Alternate Director appointed to fill
such vacancy shall serve the unexpired term of the Director he
replaces. Any such appointment by the Board of Directors shall be
approved by a majority vote of the remaining members of the Board of
Directors, even though it may be less than a quorum.
A. Within the meaning of this section, a vacancy or vacancies shall
be deemed to exist in case the Board of Directors shall increase
the authorized number of Directors but shall fail at the meeting
at which such increase is authorized and approved to elect the
additional Directors provided for, or in case the Shareholders
shall fail at any time to elect a full Board of Directors.
B. In the event of a vacancy in the pool of Alternate Directors, the
Board of Directors during the year prior to the Shareholders'
meeting shall have the right to appoint a successor Alternate
Director who shall serve in that capacity until the next annual
Shareholders' meeting. Said appointment shall be approved by a
majority vote of the remaining members of the Board, even though
it may be less than a quorum.
SECTION 4 - Resignation of Directors:
A Director may resign at any time by written resignation
delivered to the Secretary. Unless otherwise specified in the
resignation, it shall take effect upon receipt by the Secretary.
Failure of a member of the Board of Directors to attend regular
meetings of the Board for six months, unless excused by resolution
of the Board of Directors, shall automatically constitute a
resignation, effective upon acceptance by the Board of Directors.
SECTION 5 - Removal of Directors:
Any Director, any class of Directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time for cause, by the affirmative vote of a majority of the Board
of Directors in office, or by the affirmative vote of the holders of
at least 75% of the shares of this Corporation, issued, outstanding,
and entitled to vote for the election of Directors. Cause shall
include, but not be limited to, the following:
A. Mismanagement, collusion, or fraud;
B. Improper conduct relating to the funds of this Corporation;
C. Violation of the fiduciary duty of the Directors;
D. All acts, omission, and concealments which involve a breach of the legal
or equitable duty, trust, or confidence justly reposed in a Director;
E. Wasting of corporate assets;
F. Judicially declared of unsound mind; or
G. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
SECTION 6 - Regular Meetings of the Board of Directors:
The Board of Directors shall, without notice, hold an annual
meeting immediately after the Annual Meeting of the Shareholders, or
after the last adjournment thereof, and shall hold other regular
meetings at such times and places as it may determine.
SECTION 7 - Special Meetings:
The Board of Directors shall hold such special meetings as shall
be called by the Chairman, or President, or the Vice President, or
the majority of the Directors in office.
A. Each meeting shall be held at such time and place as shall be
designated in the notice of the meeting sent by the Secretary.
SECTION 8 - Notice of Meetings:
Written notice of all meetings except the annual meeting of the
Board of Directors shall be given by, or at the direction of, the
person or persons calling the meeting at least one (1) day prior to
the day named for the meeting.
SECTION 9 - Presiding Officer and Order of Business:
All meetings of the Directors shall be called to order and
presided over by the Chairman, or in his absence, by the President.
If the Chairman or the President are not present, the Board of
Directors shall elect a temporary Chairman. At the annual meeting
the Chairman shall preside and have a temporary Chairman elected for
the purpose of conducting the election of Directors.
A. As far as consistent with the purpose of the meeting, the order of
business at all meetings shall be as follows:
1. Roll call.
2. Reading of the minutes of the preceding meeting and action on
the minutes.
3. Reports of officers and committees as called for by the
presiding officer.
4. Unfinished business.
5. New business.
6. Adjournment.
SECTION 10 - Quorum:
A majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business.
A. The acts of the majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the entire Board of
Directors.
B. If the Directors shall unanimously consent in writing to any
action to be taken by the Corporation, that action shall be a
valid corporate action as though it had been authorized at a
meeting of the Board of Directors.
SECTION 11 - Powers of Board of Directors:
All general and special powers of the Corporation shall be
exercised by the Board of Directors.
A. The Board of Directors may, by resolution adopted by a majority of
the Board of Directors in office, delegate two (2) or more of its
members to act as an Executive Committee.
1. The Executive Committee shall have and exercise the authority
of the Board of Directors in the management of the business of the
Corporation.
B. The Board of Directors shall have power, in general, to do all
things in and about the control and management of the business,
the property, and affairs of the Corporation, consistent with the
law and the Articles and Bylaws of the Corporation.
1. The Board of Directors may from time to time adopt such
regulations with respect to the powers and duties of the officers
of the Corporation and the conduct of the Corporation's business
as the Board may deem proper and expedient.
C. The Board of Directors of the Corporation, when evaluating any
offer of another party to:
1. Make a tender or exchange offer for any equity security of
the Corporation;
2. Merge or consolidate the Corporation with another
corporation;
3. Purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; or
4. Engage in any transaction similar to, or having similar
effects as, any of the forgoing transactions; shall, in connection
with the exercise of its judgment in determining what is the best
interest of the Corporation and its Shareholders, give due
consideration to all relevant factors, including, without
limitation, the social and economic effects of the proposed
transaction on the depositors, employees, suppliers, customers,
and other constituents of the Corporation and its subsidiaries,
and on the communities in which the Corporation and its
subsidiaries operate or are located, the business reputation of
the other party, and the Board of Directors' evaluation of the
then value of the Corporation in a freely negotiated sale and of
the future prospects of the Corporation as an independent entity.
SECTION 12 - Financial Report to Shareholders:
The Board of Directors shall send to the Shareholders, within one
hundred twenty (120) days after the close of the Corporation's
fiscal year, a financial report.
A. The Report shall give a summary of the assets and liabilities of
the Corporation.
B. The amount of dividends paid or declared during the past year.
C. The condition as to surplus or deficit and how acquired or
created.
D. The number of shares issued and outstanding, together with any
such particulars as are necessary to disclose the general nature
of the liabilities and assets of the Corporation.
E. The Report shall also set forth a balance sheet as of the closing
date of the preceding fiscal or calendar year, together with a
statement of income and profit and loss for the year ending on
that date.
F. All reports shall be verified by an Independent Certified Public
Accountant.
1. The Independent Certified Public Accountant may not be a
Director or full-time employee of the Corporation.
SECTION 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may from time to time, appoint such standing or
special committees to consist of one or more Directors of the
Corporation. Any committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise
all of the powers and authority of the Board, except that a
Committee shall not have any power or authority as to the following:
A. Submission to Shareholders of any action requiring approval of
Shareholders;
B. Creation of/or filling of vacancies in the Board of Directors;
C. Adoption, amendment, or repeal of the Bylaws;
D. Amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board; or
E. Action on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the Board.
ARTICLE IV
Indemnification
SECTION 1 - Indemnification:
The Corporation shall indemnify any person who is or was or shall
be a Director, Alternate Director, Officer, employee or agent of the
Corporation, or who is, was, or shall be serving at the request of
the Corporation as a Director, Alternate Director, officer, employee
or agent of another Corporation, partnership, joint venture, trust
or other enterprise, and the respective heirs, executors,
administrators and assigns of each of the foregoing, against all
reasonable expenses and liabilities (including, without limitation,
attorneys' fees, court costs, fines, and amounts paid in
satisfaction of judgments or in reasonable settlement), actually and
reasonably incurred by, or imposed upon him in connection with, or
resulting from the defense of any civil or criminal action, suit or
proceeding whether civil, criminal, administrative or investigative
(or any appeal therein), including without limitation an action,
suit or proceeding by or in the right of the Corporation, in which
they, or any of them, are made parties or a party or are otherwise
involved by reason of being or having been a Director, Alternate
Director, officer, employee or agent of the Corporation or of such
other Corporation, whether or not he is or continues to be a
Director, Alternate Director, officer, employee or agent at the time
such expenses or liabilities are paid or incurred. Notwithstanding
the foregoing, the Corporation need not indemnify such Director,
Alternate Director, Officer, employee or agent with respect to any
mater as to which he shall be finally adjudged in such action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as such Director,
Alternate Director, officer, employee or Agent. In the case of a
criminal action, suit or proceeding, a conviction (whether based on
a plea of guilty or nolo contenders or its equivalent, or after
trial) shall not of itself be deemed an adjudication that such
Director, alternate Director, officer, employee or agent or former
Director, Alternate Director, officer, employee or agent is liable
for willful misconduct or recklessness in the performance of his
duties as such Director, Alternate Director, officer, employee or
agent. With respect to payment of amounts in settlement or
compromise, the Corporation shall be obliged to indemnify hereunder
only if the Board of Directors shall adopt a resolution determining
that such settlement or compromise is reasonable, and approving the
same.
A. The indemnification provided hereunder shall be in addition to and
not exclusive of any other right to which those seeking
indemnification may be entitled under any agreement, vote of
Shareholders, or disinterested Directors, other By-Law, or
otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding such office; and shall
continue as to a person who has ceased to be a Director, Alternate
Director, or officer, and shall inure to the benefit of their
heirs, executors, and administrators of such person.
B. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, Alternate Director, officer,
employee or agent, is now or was serving at the request of the
Corporation as a Director, Alternate Director, officer, employee
or agent of a subsidiary of the Corporation, another company,
partnership, joint venture, or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions above mentioned.
SECTION 2 - Limitation of Directors' Liability:
A Director of the Corporation shall not be personally liable, as
such, for monetary damages for any action taken, or any failure to
take any action unless the Director has breached or failed to
perform his duties of his office as provided under this Article, and
the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. This provision shall not apply to the
responsibility or liability of a Director pursuant to any criminal
statute or for the liability of a Director for the payment of taxes
pursuant to local, state, or federal law, nor shall this provision
apply to any actions filed prior to the date of the adoption of this
provision, nor to any breach of performance of duty or any failure
of performance of duty by a Director prior to the date of adoption
of this provision.
SECTION 3 - Expenses:
Expenses incurred by a Director, Alternate Director, officer,
employee or agent in defending a civil or criminal action, suit or
proceeding, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
SECTION 4 - Standard of Care and Justifiable Reliance:
A. A Director shall stand in a fiduciary relation to the Corporation
and shall perform his duties as a Director, including his duties
as a member of any committee of the Board upon which he may serve,
in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his
duties, a Director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
1. One or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the
matters presented.
2. Counsel, public accountants or other persons as to matters
which the Director reasonably believes to be within the
professional or expert competence of such person.
3. A committee of the Board upon which he does not serve, duly
designated in accordance with law, as to matters within its
designated authority, which committee the Director reasonably
believes to merit confidence.
A Director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.
B. In discharging the duties of their respective positions, the Board
of Directors, committees of the Board, and individual Directors
may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers
and customers of the Corporation and upon communities in which
offices or other establishments of the Corporation are located,
and all other pertinent factors. The consideration of those
factors shall not constitute a violation of Section 4.A. of this
Article.
C. Absent breach of fiduciary duty, lack of good faith or self-
dealing, actions taken as a Director or any failure to take any
action shall be presumed to be in the best interests of the
Corporation.
ARTICLE V
Officers
SECTION 1 - Election of Officers and Agents:
At the Annual Meeting, the Board of Directors shall elect:
A. A Chairman;
B. A President;
C. Any number of Vice Presidents they deem desirable as is fixed by a
resolution of the Board of Directors;
D. A Secretary;
E. A Treasurer;
F. One or more Assistant Secretaries;
G. And any other officers, assistant officers, and agents as the
Board deems advisable.
Any two (2) or more offices may be held by the same person.
SECTION 2 - Terms and Compensation:
The Board of Directors shall determine the terms and compensation
for all officers.
A. Unless a written contract is entered into with the officer, each
officer shall hold his office until the next annual meeting of the
Board of Directors and until his successor has been elected.
B. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served
by removing that officer.
C. Any removal of an officer shall be without prejudice to the
contract rights, if any, of the officer removed.
SECTION 3 - Chairman:
The Chairman's duties shall be as follows:
A. The Chairman shall preside at the Annual Meeting of the
Shareholders and shall act as the presiding officer unless a
temporary Chairman is elected by the Shareholders present at the
meeting.
B. The Chairman shall act as the presiding officer at all Directors'
meetings and in the event of the Chairman's absence, the President
shall act in his place and stead.
C. The Chairman, along with the President, shall submit a written
annual report to the board of Directors and Shareholders.
SECTION 4 - President:
The President's duties shall be as follows:
A. He shall preside at all meetings of the Directors in the event
that the Chairman is absent. He shall preside at the Annual
Meeting of Shareholders in the event of the absence of the
Chairman.
B. He shall be ex-officio a member of all standing committees.
C. He shall have the custody of the corporate seal, although he may
entrust the corporate seal to his Secretary.
D. He shall make reports of the Corporation's business to the Board
of Directors at such times as the Board shall require.
E. He shall perform all the usual duties incident to the office of
President.
SECTION 5 - Vice President:
In the absence or disability of the President, his duties shall be
performed by the Vice Presidents. They shall perform such other
duties as may be assigned to them by the President or the Board of
Directors.
SECTION 6 - Secretary:
The Secretary shall attend the meeting of the Shareholders and the
Directors and keep minutes of those meetings in the Corporate Minute
Book.
A. The Secretary shall send out all notices for Shareholder meetings
and Directors meetings, unless some other person is delegated to
give that notice.
B. The Secretary shall perform all the usual duties incident to the
office of Secretary.
SECTION 7 - Treasurer:
The Treasurer shall receive all money paid to the Corporation and
keep, or cause to be kept, accurate accounts of all monies received
or payments made and books kept for that purpose.
A. He shall deposit all monies received by him in the name and to the
credit of the Corporation in a bank or other place of deposit as
the Board of Directors shall determine.
B. As directed by the president or the Board of Directors, he shall
disburse the money of the Corporation by checks or vouchers.
C. He shall give bond for the faithful discharge of his duties.
D. He shall perform all the usual duties incident to the office of
the Treasurer.
SECTION 8 - Assistant Secretaries:
In the absence or disability of the Secretary, his duties shall
be performed by the Assistant Secretaries. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
SECTION 9 - Assistant Treasurers:
In the absence or disability of the Treasurer, his duties shall
be performed by the Assistant Treasurers. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
ARTICLE VI
Execution of Documents
SECTION 1 - Checks, Notes, Etc.:
The Board of Directors shall from time to time designate the
officers or agents of the Corporation who shall have power:
A. As its representative, to sign and endorse checks and other
negotiable instruments and to borrow money for the Corporation.
B. And, as its representative, to make notes or other evidences of
indebtedness.
SECTION 2 - Other Documents:
Unless otherwise authorized by the Board of Directors:
A. All contracts, leases, deeds, deeds of trust, mortgages, powers of
attorney to transfer stock and for other purposes and all other
documents requiring the seal of the Corporation shall be executed
for and on behalf of the Corporation by
1. The President or
2. Other elected officer
B. The corporate seal shall be affixed by the President or any other
person authorized by him to do so, and all of which shall be
attested to by the Secretary and/or by such other persons as
selected by the President.
ARTICLE VII
Share Certificates and Transfers
SECTION 1 - Share Certificates:
Share Certificates of the Corporation shall be in such form as the
Board of Directors shall determine.
A. Every Share Certificate shall be signed by the President or Vice
President, or by any other officer designated by the Board of
Directors, shall be countersigned by the Treasurer or Secretary,
and sealed with the corporate seal.
B. The corporate seal may be affixed by a facsimile, engraved or
printed, and where the Share Certificate is signed by a transfer
agent, the signature of any corporate officer upon such
Certificate may be a facsimile, engraved or printed.
SECTION 2 - Transfer of Shares:
The shares of the capital stock of the Corporation shall:
A. Upon the surrender and cancellation of the Certificate be
transferred upon the books of the Corporation.
B. The transfer shall be at the request of the holder named in the
surrendered Certificate or by his legal representative or by his
attorney-in-fact duly authorized by a written power of attorney
filed with the Corporation's transfer agent.
SECTION 3 - Loss or Destruction of Share Certificates:
In case of loss or destruction of a Share Certificate, another may
be issued in lieu thereof in such manner and upon such terms as the
Board of Directors shall authorize in each particular case.
SECTION 4 - Transfer Agents and Registrars:
The Board of Directors shall appoint Union National Bank and Trust
Company of Souderton, Pennsylvania, to act as registrar of transfers
and transfer agent. No Share Certificate shall be valid or binding
upon the Corporation unless registered by the Corporation's
registrar of transfers and transfer agent.
ARTICLE VIII
Amendments
SECTION 1 - Amendments To Bylaws:
The authority to make, amend, alter, change, or repeal the Bylaws
of the Corporation is hereby specifically granted to and vested in
the Board of Directors of the Corporation which must be approved by
a vote of the majority of the Board of Directors in office at any
regular or special meeting, duly convened after notice for that
purpose. This authority is subject to the power of the Shareholders
to make, amend, alter, change, or repeal the Bylaws of the
Corporation by the affirmative vote of seventy-five percent (75%) of
the shares of the Corporation's capital stock issued, outstanding
and entitled to vote, at any regular or special meeting duly
convened after notice of that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
ARTICLE IX
Miscellaneous
SECTION 1 - Statement Relating To Act 92 Of 1983:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Section 910 of the Pennsylvania Business
Corporation Law (15 P.S. 1910) as amended by Act 92 enacted December
23, 1983, shall not be applicable to this Corporation.
SECTION 2 - Statement Relating To Act 36 Of 1990:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Subchapter G and Subchapter H of the
Business Corporation Act of 1988 (the "BCL") as amended by Act 36 of
1990 enacted April 27, 1990, shall not be applicable to this
Corporation, and that Subchapter I and Subchapter J of the BCL as
amended by Act 36 of 1990 shall not control nor have any affect on
this Corporation.
PA DIRECT DIAL (215) 699-6000
April 10, 1996
Mr. Merrill S. Moyer
Chairman and President
Univest Corporation of Pennsylvania
Broad and Main Streets
Souderton, PA 18964
Re: Univest Corporation of Pennsylvania (the "Corporation")
Registration Statement on Form S-8
Dear Mr. Moyer:
We have acted as counsel to the Corporation in connection
with the Corporation's Registration Statement on Form S-8
pertaining to the Corporation's Univest 1996 Employee Stock
Purchase Plan (the "Plan") which covers 250,000 shares of
the common stock, $5.00 par value per share, of the Corporation
which is being filed this date with the U.S. Securities and
Exchange Commission (the "S-8 Registration Statement"). This
opinion is being given pursuant to the requirements of the U.S.
Securities and Exchange Commission's Regulation S-K.
For the purposes of this opinion, we have examined
originals, or copies of such records, documents or other
instruments as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below. These records,
documents and instruments included the following: a) the Articles
of Incorporation of the Corporation, as amended to date; b) the
Bylaws of the Corporation, as amended to date; and c) all records
of proceedings and actions of the Board of Directors and of the
Shareholders of the Corporation relating to the S-8 Registration
Statement and the transactions contemplated thereby. We have
also examined such questions of law as we deemed necessary to
enable us to render the opinion expressed below. In all such
examinations, we have assumed the genuineness of all signatures
on original and certified documents, and the conformity to
original or certified documents of all documents submitted to us
as conformed or photostatic copies. We have assumed for the
purposes of this opinion that the S-8 Registration Statement has
been filed with the U.S. Securities and Exchange Commission and
has become effective under the Securities Act of 1933, as
amended.
On the basis of the foregoing, and in reliance thereon, and
subject to the qualifications set forth below, it is our opinion
that those shares of $5.00 par value common stock of the
Corporation issued or distributed pursuant to the S-8
Registration Statement and the Plan and paid for in accordance
with the terms of the Plan are duly authorized, validly issued,
fully paid and non-assessable shares of the Corporation.
This opinion is limited to matters expressly set forth
herein, and no opinion may be implied or inferred beyond the
specific language and scope so stated.
Except as provided in the last paragraph of this letter,
this opinion may not be quoted in whole or in part, relied upon
by any other person or entity, filed with any governmental
agency, or otherwise referred to or utilized for any other
purpose, without, in each instance, our prior written consent.
We hereby consent to the reference to our firm and to this
opinion appearing in the Prospectus filed as part of the S-8
Registration Statement as well as any amendments or supplements
thereto, and we further consent to the use of this opinion as an
exhibit to the S-8 Registration Statement.
Very truly yours,
/S/Fox, Rothschild, O'Brien & Frankel
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the
Univest 1996 Employee Stock Purchase Plan of Univest Corporation of
Pennsylvania and to the incorporation by reference therein of our report
dated January 19, 1996, with respect to the consolidated financial statements
of Univest Corporation of Pennsylvania incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/S/ Ernst & Young, LLP
Philadelphia, Pennslyvania
April 11, 1996
April 10, 1996
Dear Univest Employee:
Yesterday the shareholders of Univest approved both the Dividend
Reinvestment Plan and the 1996 Employee Stock Purchase Plan.
We have enclosed a Prospectus describing the Employee Stock
Purchase Plan. It will provide you with a convenient and economical way
to purchase shares of Univest Corp of Pennsylvania common stock through
a payroll deduction arrangement. Initially, you may purchase stock
through the Plan on specified dates at 95% of the market value.
However, you should read the Prospectus carefully to review your own
investment plans and determine if you want to participate. To be
eligible, you must have completed one year of continuous service or been
employed for at least two years.
Should you decide to enroll in the Employee Stock Purchase Plan
now, please complete the enclosed authorization form, and return it to
the Human Resources Department no later than May 10, 1996. Payroll
deductions will begin with the May 16 pay. If you would prefer to begin
participation at a later date, please see the Prospectus for enrollment
information.
The Prospectus includes complete information on both Plans and is
the only source to present this information. If you have any further
questions after reading it, please call the Human Resources Department
or me.
Sincerely,
Vice Chairman
MAA:vk
Enclosure
P.S. All stockholders (including employees who own Univest shares),
will receive a Prospectus separately for the Dividend Reinvestment Plan.
UNIVEST CORPORATION OF PENNSYLVANIA
Employee Stock Purchase Plan
Employee's Name: _________________________________________________________
(Please Print) Last First Middle
Check one:
[ ] I am not interested in participating at this time.
[ ] I authorize Univest Corp of PA to withhold from my regular biweekly
salary the percentage of salary shown below. The amount will be paid
by Univest to the Plan Administrator who will accumulate the funds for
the quarterly investment period as outlined in the Plan document.
Deduction per pay period: (Mark one) [ ] 2% [ ] 7%
[ ] 3% [ ] 8% Maximum Annual
[ ] 4% [ ] 9% Amount $25,000.00
[ ] 5% [ ] 10%
[ ] 6%
[ ] I wish to terminate my participation in the Plan and DO NOT want
anymore deductions taken from my biweekly salary.
___________________________ _____________________________
Date Signature
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
EMPLOYEE STOCK PURCHASE PLAN
The Univest shares purchased through the Plan must be registered in your
name, but you may also include a co-owner. I wish to have these shares
registered as follows: (Please print)
_______________________________ ____________________________
Name S. S. #
_______________________________ ____________________________
Name S. S. #
_______________________________
Address
_______________________________
Address
_______________________________ _______________________________
Date Signature
Please forward this form to the Human Resources Department.
