As filed with the Securities and Exchange Commission on May ____, 1997
Registration No. 333-_____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
NATIONAL PENN BANCSHARES, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 23-2215075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
(Address of Principal (Zip Code)
Executive Offices)
National Penn Bancshares, Inc. Directors' Fee Plan
(Full title of the Plan)
Lawrence T. Jilk, Jr.
President and Chief
Executive Officer
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
(Name and address of agent for service)
(610) 369-6130
(Telephone number, including area code, of agent for service)
--------------
Copies to:
H. Anderson Ellsworth, Esquire
Ellsworth, Wiles & Chalphin, P.C.
1150 Berkshire Boulevard
Suite 230
Wyomissing, PA 19610
(610) 374-1135
<PAGE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered price offering fee
registered per share (1) price
- -------------------------------------------------------------------------------
Common 25,000 $28 $700,000 $213
Stock shares
(par value (with Rights)
$2.50 per
share)
(and associated
Stock Purchase
Rights) (2)
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), based on the average of the high and low sale
prices of the Common Stock on the Nasdaq National Market tier of the Nasdaq
Stock Market on May 9, 1997.
(2) Prior to the occurrence of certain events, the Stock Purchase Rights will
not be evidenced separately from the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1996.
(b) The Quarterly Report on Form 10-Q of the Registrant for the quarter
ended March 31, 1997.
(c) All other reports filed by the Registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.
(d) The description of the Registrant's common shares which is contained
in the Registration Statement on Form 8-A of the Registrant dated
February 24, 1983, filed pursuant to the Exchange Act.
(e) The description of the Registrant's Shareholder Rights Plan which is
contained in the Registration Statement on Form 8-A of the Registrant
dated September 11, 1989, filed pursuant to the Exchange Act.
All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Plan have been passed upon for
the Registrant by the law firm of Ellsworth, Wiles & Chalphin, P.C., Wyomissing,
Pennsylvania. H. Anderson Ellsworth, a principal in such law firm, owns directly
or indirectly 3,710 shares of the Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees, and agents of the
<PAGE>
corporation against liabilities they may incur in such capacities for any action
taken or any failure to act, whether or not the corporation would have the power
to indemnify the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted recklessness or
willful misconduct. Pennsylvania law also permits the adoption of a bylaw
amendment, with the approval of a corporation's shareholders, providing for the
elimination of a director's liability for monetary damages for any action taken
or any failure to act unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The Registrant's bylaws provide for (1) indemnification of directors,
officers, employees, and agents of the Registrant and of its subsidiaries, and
(2) the elimination of a director's liability for monetary damages, each to the
full extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Directors' Fee Plan (incorporated by reference to Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996).
4.2 Rights Agreement dated as of August 23, 1989, between the Registrant
and National Penn Bank, as Rights Agent (incorporated by reference to
Exhibit 4.4 to the Registrant's Form S-8 Registration Statement No.
33-87654 dated December 22, 1994).
4.3 Articles of Incorporation of National Penn Bancshares, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).
4.4 Bylaws of National Penn Bancshares, Inc. (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
5 Opinion re: Legality and Consent of Ellsworth, Wiles & Chalphin, P.C.,
special counsel to the Registrant.
23.1 Consent of Grant Thornton LLP, independent auditors.
<PAGE>
23.2 Consent of Ellsworth, Wiles, & Chalphin, P.C., special counsel to the
Registrant (included in Exhibit 5).
24 Power of Attorney.
Item 9. Undertakings.
(a) 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, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that is incorporated herein by
reference;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that is incorporated herein by
reference;
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
<PAGE>
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, 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 liability (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 the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boyertown, Pennsylvania, on this 12th day of May,
1997.
NATIONAL PENN BANCSHARES, INC.
By /s/ Lawrence T. Jilk, Jr.
-----------------------------------------
Lawrence T. Jilk, Jr.,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title
/s/ Gary L. Rhoads Treasurer May 12, 1997
- -------------------------- (Principal Financial
Gary L. Rhoads and Accounting Officer)
/s/ John H. Body Director May 12, 1997
- --------------------------
John H. Body
/s/ J. Ralph Borneman, Jr. Director May 12, 1997
- --------------------------
J. Ralph Borneman, Jr.
/s/ John J. Dau Director May 12, 1997
- --------------------------
John J. Dau
/s/ Frederick H. Gaige Director May 12, 1997
- --------------------------
Frederick H. Gaige
/s/ Lawrence T. Jilk, Jr. President, Chief May 12, 1997
- -------------------------- Executive Officer and
Lawrence T. Jilk, Jr. Director (Principal
Executive Officer)
/s/ Patricia L. Langiotti Director May 12, 1997
- --------------------------
Patricia L. Langiotti
<PAGE>
/s/ Kenneth A. Longacre Director May 12, 1997
- --------------------------
Kenneth A. Longacre
/s/ C. Robert Roth Director May 12, 1997
- --------------------------
C. Robert Roth
/s/ Wayne R. Weidner Director May 12, 1997
- --------------------------
Wayne R. Weidner
/s/ Harold C. Wegman Director May 12, 1997
- --------------------------
Harold C. Wegman, D.D.S.
<PAGE>
EXHIBIT INDEX
Exhibit
4.1 Directors' Fee Plan (incorporated by reference to Exhibit 10.11 to
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
4.2 Rights Agreement dated as of August 23, 1989, between the
Registrant and National Penn Bank, as Rights Agent (incorporated
by reference to Exhibit 4.4 to the Registrant's Form S-8
Registration Statement No. 33-87654 dated December 22, 1994).
4.3 Articles of Incorporation of National Penn Bancshares, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).
4.4 Bylaws of National Penn Bancshares, Inc. (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996).
5 Opinion re: Legality and Consent of Ellsworth, Wiles & Chalphin,
P.C., special counsel to the Registrant.
23.1 Consent of Grant Thornton LLP, independent auditors.
23.2 Consent of Ellsworth, Wiles & Chalphin, P.C., special counsel to
the Registrant (included in Exhibit 5).
24 Power of Attorney.
EXHIBIT 5
ELLSWORTH, WILES & CHALPHIN, P.C.
Attorneys at Law
1150 Berkshire Boulevard
Suite 230
Wyomissing, PA 19610
-----------
Telephone 610.374.1135
Fax 610.371.9510
VIA EDGAR
May 12, 1997
Board of Directors
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, PA 19512
Re: Directors' Fee Plan
Ladies and Gentlemen:
You have asked us to provide you with our opinion as to whether the common
shares of National Penn Bancshares, Inc. (par value $2.50) which may be issued
from time to time pursuant to the National Penn Bancshares, Inc. Directors' Fee
Plan (the "Plan"), when and if such shares are issued pursuant to the Plan, will
be duly and validly issued, fully paid and nonassessable.
In connection with this matter, we, as special counsel to National Penn
Bancshares, Inc. (the "Company"), have reviewed the Business Corporation Law of
the Commonwealth of Pennsylvania, the Company's Articles of Incorporation, the
Company's Bylaws, the Plan document, and such other documents and authority as
we have deemed necessary under the circumstances to render the opinion
hereinafter set forth.
Based upon such review, it is our opinion that the common shares of the
Company issuable under the Plan, when and as issued in accordance with the
provisions of the Plan document, will, when so issued, be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the use of the name of our firm under Item 5 in Part
II of the Registration Statement, and to the filing of this opinion as an
exhibit to the Registration Statement, which
<PAGE>
the Company is filing in connection with the registration of 25,000 common
shares of the Company issuable under the Plan.
Very truly yours,
ELLSWORTH, WILES & CHALPHIN, P.C.
/s/ H. Anderson Ellsworth
---------------------------------
H. Anderson Ellsworth
Authorized Officer
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of National Penn Bancshares, Inc. on Form S- 8 of our report dated January 17,
1997 incorporated in the Annual Report on Form 10-K of National Penn Bancshares,
Inc. for the year ended December 31, 1996.
/s/ Grant Thornton LLP
- -----------------------------------
GRANT THORNTON LLP
Philadelphia, Pennsylvania
May 12, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lawrence T. Jilk, Jr. and H. Anderson Ellsworth,
Esquire, and each of them, his or her true and lawful attorney-in-fact, as agent
with full power of substitution and resubstitution for him or her in his or her
name, place and stead, in any and all capacity, to sign any or all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Signatures Title
/s/ Gary L. Rhoads Treasurer May 12, 1997
- -------------------------- (Principal Financial
Gary L. Rhoads and Accounting Officer)
/s/ John H. Body Director May 12, 1997
- --------------------------
John H. Body
- -------------------------- Director
J. Ralph Borneman, Jr.
/s/ John J. Dau Director May 12, 1997
- --------------------------
John J. Dau
/s/ Frederick H. Gaige Director May 12, 1997
- --------------------------
Frederick H. Gaige
/s/ Lawrence T. Jilk, Jr. Director, President May 12, 1997
- -------------------------- and Chief Executive
Lawrence T. Jilk, Jr. Officer (Principal
Executive Officer)
- -------------------------- Director
Patricia L. Langiotti
/s/ Kenneth A. Longacre Director May 12, 1997
- --------------------------
Kenneth A. Longacre
/s/ C. Robert Roth Director May 12, 1997
- --------------------------
C. Robert Roth
<PAGE>
/s/ Harold C. Wegman Director May 12, 1997
- --------------------------
Harold C. Wegman, D.D.S.
/s/ Wayne R. Weidner Director and May 12, 1997
- -------------------------- Executive
Wayne R. Weidner Vice President
