As filed with the Securities and Exchange Commission on June 4, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARLEYSVILLE NATIONAL CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania 23-2210237
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
483 Main Street
P. O. Box 195
Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
HARLEYSVILLE NATIONAL CORPORATION 1998 INDEPENDENT DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Walter E. Daller, Jr. Copies To:
President and Chief Executive Officer Nicholas Bybel, Jr., Esquire
HARLEYSVILLE NATIONAL CORPORATION SHUMAKER WILLIAMS, P.C.
483 Main Street Post Office Box 88
Harleysville, Pennsylvania 19438 Harrisburg, Pennsylvania 17108
(215) 256-8851 (717) 763-1121
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered(1) Per Share(2)
- ------------------------------------------------------------------------------
<S> <C> <C>
Common Stock,
$1.00 Par Value 75,000 $34.875
- ------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price(2) Fee
- ------------------------------------------------------------------------------
<S> <C> <C>
Common Stock,
$1.00 Par Value $2,615,625 $727.15
- ------------------------------------------------------------------------------
<FN>
(1) Based on the maximum number of shares of Harleysville National Corporation
common stock, par value $1.00 per share, ("common stock") authorized for
issuance under the plan set forth above. An indeterminate number of shares
of common stock as may become issuable by reason of the anti-dilution
provisions of the plans are also hereby registered.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
calculating the amount of the registration fee based upon the average of
the high and low prices of the common stock on June 3, 1999, with respect
to the shares of common stock issuable under the plans.
</FN>
</TABLE>
Page 1 of 25 Sequentially Numbered Pages
Index to Exhibits Found on Page 13
<PAGE>
TO PARTICIPANTS IN THE
HARLEYSVILLE NATIONAL CORPORATION
1998 INDEPENDENT DIRECTORS STOCK OPTION PLAN
Harleysville National Corporation files this Registration Statement on Form
S-8 to register with the Securities and Exchange Commission the Harleysville
common stock issuable pursuant to the Harleysville National Corporation 1998
Independent Directors Stock Option Plan. This prospectus is part of that
Registration Statement and consists of certain documents and explanatory
memoranda regarding the plan. As allowed by Commission rules, this prospectus
does not contain all the information you can find in the Registration Statement
or the exhibits to the Registration Statement. Some of the information is not
physically included in this prospectus but rather is "incorporated by reference"
to documents that Harleysville filed with the Commission. The information that
is incorporated by reference consists of the following: (File No. 0-15237)
(a) Harleysville's Annual Report on Form 10-K for the year ended December
31, 1998, filed with the Commission on March 29, 1999;
(b) Harleysville's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999;
(c) Harleysville's Current Report on Form 8-K filed with the Commission on
January 22, 1999;
(d) Harleysville's Current Report on Form 8-K filed with the Commission on
March 25, 1999; and
(e) description of Harleysville's common stock that appears in
Harleysville's prospectus filed with the Commission on November 12,
1998, which forms a part of Harleysville's Registration Statement No.
333-67201 on Form S-4, and as amended on November 20, 1998 and
December 7, 1998, and Harleysville's Report on Form 10-C, filed with
the Commission on March 1, 1996.
All documents filed by Harleysville under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus are
also incorporated by reference into this prospectus and deemed a part of this
prospectus from the date of filing.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.
<PAGE>
Documents incorporated by reference are available without charge to each
participant in the plan who requests, a copy of any or all of the documents. In
addition, you may obtain all documentation relating to the plan that is required
to be delivered to participants pursuant to the rules adopted under the
Securities Act of 1933 from Harleysville. Requests for copies should be
addressed verbally or in writing to:
Harleysville National Corporation
Attention: Walter E. Daller, Jr.
President and Chief Executive Officer
483 Main Street
P. O. Box 195
Harleysville, Pennsylvania 19438
(215) 256-8851
June 4, 1999
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Harleysville incorporates the following documents filed by Harleysville
with the Commission by reference in this Registration Statement:
(a) Harleysville's Annual Report on Form 10-K for the year ended December
31, 1998, filed with the Commission on March 29, 1999;
(b) Harleysville's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed with the Commission on May 14, 1999;
(c) Harleysville's Current Report on Form 8-K filed with the Commission on
January 22, 1999;
(d) Harleysville's Current Report on Form 8-K filed with the Commission on
March 25, 1999; and
(e) description of Harleysville's common stock that appears in
Harleysville's prospectus filed with the Commission on November 12,
1998, which forms a part of Harleysville's Registration Statement No.
333-67201 on Form S-4, and as amended on November 20, 1998 and
December 7, 1998, and Harleysville's Report on Form 10-C, filed with
the Commission on March 1, 1996.
All documents filed by Harleysville under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus are
also incorporated by reference into this prospectus and deemed a part of this
prospectus from the date of filing.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.
The document(s) containing the information specified in Items 1 and 2 of
Part I of this Form S-8 that will be sent or given to the plan participants, as
specified in Rule 428(b)(1) and in accordance with the instructions to Part I of
Form S-8, are not filed with the Securities and Exchange Commission as a part of
this Registration Statement.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to Harleysville, together with Harleysville's Bylaws, as amended,
provides Harleysville's officers and directors with a broad range of limitation
from liability and indemnification for actions and inactions in connection with
the performance of their duties. Generally, Article 23 of Harleysville's Bylaws,
as amended, provides for indemnification of directors and officers. Aside from
matters involving criminal statutes or tax laws, the Bylaws provide that the
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. Harleysville's officers and directors are entitled
to be indemnified if they are named as a party to any type of proceeding as a
result of actions or inactions taken while in the course of their association
with Harleysville provided that such action or inaction was in good faith and in
a manner reasonably believed to be in, or not opposed to, the best interests of
Harleysville. Officers and directors of Harleysville will be presumed to be
entitled to this indemnification absent breaches of fiduciary duty, lack of good
faith or self-dealing and will be entitled to be indemnified unless their
conduct is determined by a court to have constituted willful misconduct or
recklessness.
The specific provisions of Pennsylvania corporate law that provide for
indemnification of directors and officers are set forth herein. Subchapter D of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the
BCL), (15 Pa. C.S.A. Sections 1741-1750) 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 by-law 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 by-laws, 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 by-laws.
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:
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(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.
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 by-law 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 by-laws, a business corporation shall have
the power to indemnify any person who was or is a
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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 by-laws, 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 attorneys' 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;
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<PAGE>
(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
undertaking 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 by-law, 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 by-law,
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 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 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
representative of that person.
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Insofar as indemnification for liabilities arising under the 1933 Act 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 Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No.
4.1 Articles of Incorporation of Harleysville National Corporation, as
amended. (Incorporated by reference to Exhibit 4A to Registrant's
Registration Statement No. 333-17813 on Form S-8 filed with the
Commission on December 13, 1996.)
4.2 Bylaws of Harleysville National Corporation, as amended. (Incorporated
by reference to Exhibit 4B to Registrant's Registration Statement No.
333-17813 on Form S-8 filed with the Commission on December 13, 1996.)
4.3 Harleysville National Corporation 1998 Independent Directors Stock
Option Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Shumaker Williams, P.C. (Contained at Exhibit 5 of this
Registration Statement.)
24 Power of Attorney of Directors and Officers (Included on Signature
Pages.)
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;
(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
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<PAGE>
fundamental change in the information set forth in the
Registration Statement; and
(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
(a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 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 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 the 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 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.
(h) 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 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 Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment of
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 as 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Harleysville, Commonwealth of Pennsylvania, on May
28, 1999.
HARLEYSVILLE NATIONAL CORPORATION
By: /s/ Walter E. Daller, Jr.
-----------------------------------
Walter E. Daller, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Walter E. Daller, Jr. and Vernon L. Hunsberger,
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 and 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 attorney-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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the date indicated.
Name Capacity Date
- ----- -------- ----
/s/ Walter E. Daller, Jr.
_________________________ Chairman of the Board, President May 28, 1999
Walter E. Daller, Jr. and Chief Executive Officer
(Principal Executive Officer)
/s/ Vernon L. Hunsberger
________________________ Treasurer, Senior Vice President May 28, 1999
Vernon L. Hunsberger and Chief Financial Officer
(Principal Financial and Accounting Officer)
________________________ Director May ___, 1999
LeeAnn Bergey
<PAGE>
/s/ Martin E. Fossler
_______________________ Director May 28, 1999
Martin E. Fossler
/s/Harold A. Herr
________________________ Director May 26, 1999
Harold A. Herr
/s/ Thomas S. McCready
________________________ Director May 21, 1999
Thomas S. McCready
/s/ Henry M. Pollak
________________________ Director June 2, 1999
Henry M. Pollak
/s/ Palmer E. Retzlaff
________________________ Director May 25, 1999
Palmer E. Retzlaff
/s/ Walter F. Vilsmeier
________________________ Director May 24, 1999
Walter F. Vilsmeier
/s/ William M. Yocum
________________________ Director May 28, 1999
William M. Yocum
<PAGE>
Exhibit Index
Page Number
In Sequential
Exhibit Numbering
No. System
4.1 Articles of Incorporation of Harleysville National *
Corporation, as amended. (Incorporated by reference
to Exhibit 4A to Registrant's Registration Statement
No. 333-17813 on Form S-8 filed with the Commission
on December 13, 1996.)
4.2 Bylaws of Harleysville National Corporation, as amended. *
(Incorporated by reference to Exhibit 4B to Registrant's
Registration Statement No.333-17813 on Form S-8 filed
with the Commission on December 13, 1996.)
4.3 Harleysville National Corporation 1998 Independent 14
Directors Stock Option Plan.
5 Opinion of Shumaker Williams, P.C. 22
23.1 Consent of Grant Thornton LLP. 24
23.2 Consent of Shumaker Williams, P.C.
(Contained at Exhibit 5 of this Registration Statement.)
24 Power of Attorney of Directors and Officers.
(Included on Signature Pages.)
* Incorporated by reference.
EXHIBIT 4.3
HARLEYSVILLE NATIONAL CORPORATION
1998 INDEPENDENT DIRECTORS STOCK OPTION PLAN
<PAGE>
HARLEYSVILLE NATIONAL CORPORATION
1998 INDEPENDENT DIRECTORS STOCK OPTION PLAN
1. Purpose. The 1998 Independent Directors Stock Option Plan (the "Plan")
was established to advance the development, growth and financial condition of
Harleysville National Corporation (the "Corporation") and its subsidiaries, by
providing an incentive, through participation in the appreciation of the capital
stock of the Corporation, and thereby securing, retaining and motivating members
of the Corporation's Board of Directors who are not officers or employees of the
Corporation or any subsidiary thereof ( the "non-employee directors").
2. Term. The Plan shall become effective as of the date it is adopted by
the Corporation's Board of Directors (the "Board"), and shall be presented for
approval at the next meeting of the Corporation's shareholders. Any and all
options awarded under the Plan before it is approved by the Corporation's
shareholders shall be conditioned upon, and may not be exercised before, receipt
of shareholder approval, and shall lapse upon failure to receive such approval.
Unless previously terminated by the Board, the Plan shall terminate on, and no
options shall be granted after the tenth anniversary of the effective date of
the Plan.
3. Stock. The shares of the Corporation's common stock (the "Common Stock")
issuable under the Plan shall not exceed 75,000 shares. The amount of Common
Stock issuable under the Plan may be adjusted pursuant to Section 10 hereof. The
Common Stock issuable hereunder may be either authorized and unissued shares of
Common Stock, or authorized shares of Common Stock issued by the Corporation and
subsequently reacquired by it as treasury stock, or shares purchased in open
market transactions. Under no circumstances shall fractional shares be issued
under the Plan. The Corporation's failure to obtain any governmental authority
deemed necessary by the Corporation's legal counsel for the proper grant of the
stock options under this Plan and/or the issuance of Common Stock under the Plan
shall relieve the Corporation of any duty or liability for the failure to grant
stock options under the Plan and/or issue Common Stock under the Plan as to
which such authority has not been obtained.
4. Stock Options. Stock options shall be granted under the Plan to each
non-employee director of the Corporation, annually, on the first business day of
January, with the exception of the first annual award of options. The first
annual award of options to be made hereunder shall be made at the first
organizational meeting of the Board immediately following the 1999 annual
meeting of shareholders. Each non-employee director who is a member of the
Corporation's Board of Directors on the grant date shall be awarded stock
options to purchase 1,500 shares of Common Stock (the "Stock Options") under the
following terms and conditions:
(a) The time period during which any Stock Option is exercisable shall
be ten (10) years after the date of grant.
(b) If a director, who has received an award pursuant to the Plan,
ceases to be a member of the Board of Directors for any reason and is not
designated as "Director Emeritus" by the remaining members of the Board of
Directors at the time of such cessation, then the director may exercise the
Stock Option not more than twelve (12) months after such cessation. If a
director, who has received an award pursuant to the Plan dies, the
director's qualified personal representative, or any person who acquires a
Stock Option pursuant to the director's Will or the
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laws of descent and distribution, may exercise such Stock Option during its
remaining term for a period of not more than twelve (12) months after the
director's death to the extent that the Stock Option would then be and
remains exercisable.
(c) The purchase price of a share of Common Stock subject to a Stock
Option shall be the fair market value of the Common Stock on the date of
grant, as determined under Section 6 hereof.
(d) The Stock Option shall be made by a written agreement in the form,
attached hereto as Exhibit "A," with such changes therein as may be
determined by the Committee ( as such term is defined in Section 12 hereof)
(the "Stock Option Agreement").
5. Exercise. Except as otherwise provided in the Plan, a Stock Option may
be exercised in whole or in part by giving written notice thereof to the
Secretary of the Corporation, or his designee, identifying the Stock Option
being exercised, the number of shares of Common Stock with respect thereto, and
other information pertinent to the exercise of the Stock Option. The purchase
price of the shares of Common Stock with respect to which a Stock Option is
exercised shall be paid with the written notice of exercise, either in cash or
in Common Stock, including Common Stock issuable hereunder, at its then current
fair market value, or any combination of cash or Common Stock. Funds received by
the Corporation from the exercise of any Stock Option shall be used for its
general corporate purposes. The number of shares of Common Stock subject to a
Stock Option shall be reduced by the number of shares of Common Stock with
respect to which the director has exercised rights under the related Stock
Option Agreement.
If the Corporation or its shareholders execute an agreement to dispose of
all or substantially all of the Corporation's assets or capital stock by means
of sale, merger, consolidation, reorganization, liquidation or otherwise, as a
result of which the Corporation's shareholders as of immediately before such
transaction will not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the surviving entity (be
it the Corporation or otherwise) immediately after the consummation of such
transaction, thereupon any and all outstanding Stock Options shall immediately
become exercisable until the consummation of such transaction, or if not
consummated, until the agreement therefor expires or is terminated, in which
case thereafter all Stock Options shall be treated as if the agreement never had
been executed. If during any period of two (2) consecutive years, the
individuals, who at the beginning of such period, constituted the Board of
Directors, cease for any reason to constitute at least a majority of the Board
of Directors (unless the election of each director of the Board of Directors,
who was not a director of the Board of Directors at the beginning of such
period, was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period) thereupon
any and all outstanding Stock Options shall immediately become exercisable. If
there is an actual, attempted or threatened change in the ownership of at least
twenty-five percent (25%) of any class of voting stock of the Corporation
through the acquisition of, or an offer to acquire, such percentage of the
Corporation's voting stock by any person or entity, or persons or entities
acting in concert or as a group, and such acquisition or offer has not been duly
approved by the Board of Directors, thereupon any and all outstanding Stock
Options shall immediately become exercisable.
6. Value. Where used in the Plan, the "fair market value" of Stock or any
options or rights with respect thereto, including Awards, shall mean and be
determined by (a) the average of the highest and lowest reported sales prices
thereof on the principal established domestic securities exchange on
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which listed, and if not listed, then (b) the average of the dealer "bid" and
"ask" prices thereof on the over-the-counter market, as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), in
either case as of the specified or otherwise required or relevant time, or if
not traded as of such specified, required or relevant time, then based upon such
reported sales or "bid" and "ask" prices before and/or after such time in
accordance with pertinent provisions of and principles under the Code and the
regulations promulgated thereunder.
7. Continued Relationship. Nothing in the Plan or in any Stock Option shall
confer upon any director any right to continue his relationship with the
Corporation as a director, or limit or affect any rights, powers or privileges
that the Corporation or its affiliates may have to supervise, discipline and
terminate such director, and the relationships thereof.
8. General Restrictions. The Board of Directors may require, in its
discretion, (a) the listing, registration or qualification of the Common Stock
issuable pursuant to the Plan on any securities exchange or under any federal or
state securities or other laws, (b) the approval of any governmental authority,
or (c) an execution of an agreement by any director with respect to disposition
of any Common Stock (including, without limitation, that at the time of the
director's exercise of the Stock Option, any Common Stock thereby acquired is
being and will be acquired solely for investment purposes and without any
intention to sell or distribute the Common Stock). If the Board of Directors so
requires, then Stock Options shall not be exercised, in whole or in part, unless
such listing, registration, qualification, approval or agreement has been
appropriately effected or obtained to the satisfaction of the Board of Directors
and legal counsel for the Corporation. Notwithstanding anything to the contrary
herein, a director shall not sell, transfer or otherwise dispose of any shares
of Common Stock acquired pursuant to a Stock Option unless at least six (6)
months have elapsed from the date the Stock Option was granted and, in any
event, the transfer or disposition is made in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended, and as the same may be amended from
time to time.
9. Rights. Except as otherwise provided in the Plan, a director shall have
no rights as a holder of the Common Stock subject to a Stock Option unless and
until one or more certificates for the shares of Common Stock are issued and
delivered to the director. No Stock Option, or the grant thereof, shall limit or
affect the right or power of the Corporation or its affiliates to adjust,
reclassify, recapitalize, reorganize or otherwise change its or their capital or
business structure, or to merge, consolidate, dissolve, liquidate or sell any or
all of its or their business, property or assets.
10. Adjustments. In the event that the shares of Common Stock of the
Corporation, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of Common Stock or other securities of the
Corporation or of other securities of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, stock
split or similar transaction, then, there shall be substituted for or added to
each share of Common Stock of the Corporation that was theretofore appropriated,
or that thereafter may become subject to a Stock Option under the Plan, the
number and kind of shares of Common Stock or other securities into which each
outstanding share of the Common Stock of the Corporation shall be so changed or
for which each such share shall be exchanged or to which each share shall be
entitled, as the case may be. Each outstanding Stock Option shall be
appropriately amended as to price and other terms, as may be necessary to
reflect the foregoing events.
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If there shall be any other change in the number or kind of the outstanding
shares of Common Stock of the Corporation, or of any Common Stock or other
securities into which such Common Stock shall have been changed, or for which it
shall have been exchanged, and if a majority of the members of the Board of
Directors shall, in their sole discretion, determine that the change equitably
requires an adjustment in any Stock Option that was theretofore granted or that
may thereafter be granted under the Plan, then such adjustment shall be made in
accordance with the determination.
The grant of a Stock Option pursuant to the Plan shall not affect, in any
way, the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
Fractional shares resulting from any adjustment in a Stock Option pursuant
to this Section 10 may be settled as a majority of the members of the Board of
Directors or of the Committee, as the case may be, shall determine.
To the extent that the foregoing adjustments relate to Common Stock or
securities of the Corporation, such adjustments shall be made by a majority of
the members of the Board of Directors or of the Committee, as the case may be,
whose determination in that respect shall be final, binding and conclusive.
Notice of any adjustment shall be given by the Corporation to each holder of a
Stock Option that is so adjusted.
11. Forfeiture. Notwithstanding anything to the contrary in this Plan, if
an option holder is engaged in fraud, embezzlement, theft, commission of a
felony, or dishonesty in the course of his relationship with the Corporation or
its affiliates, or has disclosed trade secrets of the Corporation or its
affiliates, the option holder shall forfeit all rights under and to all
unexercised Stock Options, and all exercised Stock Options for which the
Corporation has not yet delivered certificates for shares of Common Stock, and
all rights to receive Stock Options shall be automatically canceled.
12. Administration. The ability to control and manage the operation and
administration of the Plan shall be vested in the Board of Directors or in a
committee of two or more members of the Board of Directors, selected by the
Board of Directors (the "Committee"). The Committee shall have the authority and
discretion to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
agreements made pursuant to the Plan, and to make any and all determinations
that may be necessary or advisable for the administration of the Plan. Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding.
13. Miscellaneous. Any reference contained in this Plan to a particular
section or provision of law, rule or regulation shall include any subsequently
enacted or promulgated section or provision of law, rule or regulation, as the
case may be. With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended, transactions under this Plan are intended to
comply with all applicable conditions of the Rule and the regulations
promulgated thereunder or any successor rule that may be promulgated by the
Securities and Exchange Commission. To the extent any provision of this Plan
fails to so comply, it shall be deemed null and void, to the extent permitted by
applicable law, subject to the provisions of Section 15, below. Where used in
this Plan, the plural shall include the singular, and, unless the context
otherwise clearly requires, the singular shall include the plural and the
masculine shall include the feminine. The captions of the numbered Sections
contained in this Plan are
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for convenience only, and shall not limit or affect the meaning, interpretation
or construction of any of the provisions of the Plan.
14. Transferability. Except as otherwise provided by the Board of
Directors, Stock Options granted under the Plan are not transferable except as
designated by the participant by will and the laws of descent and distribution.
15. Amendment. The Plan may be amended, suspended or terminated, without
notice, by a majority vote of the Board of Directors of the Corporation.
16. Taxes. The issuance of shares of Common Stock under the Plan shall be
subject to any applicable taxes or other laws or regulations of the United
States of America and any state or local authority having jurisdiction there
over.
- - - - - - -
END
- - - - - - -
5
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Exhibit A
HARLEYSVILLE NATIONAL CORPORATION
1998 INDEPENDENT DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
A STOCK OPTION ( the "Stock Option") for________ (______) shares of common
stock, (the "Common Stock"), of Harleysville National Corporation, a
Pennsylvania business corporation (the "Corporation") is hereby granted to (the
"Director"), subject in all respects to the terms and provisions of the
Harleysville National Corporation 1998 Independent Directors Stock Option Plan
(the "Plan"). The option price as determined under Section 6 of the Plan is $
per share.
This Stock Option shall vest and become exercisable six (6) months from the
date of this Agreement. This Option may not be exercised more than ten (10)
years from the date of grant, and may be exercised during such term only in
accordance with the terms of the Plan and this Agreement.
[Add Paragraph re: Transferable Options, attached, if desired.]
ATTEST: HARLEYSVILLE NATIONAL CORPORATION
- ------------------------------- By -------------------------------------
Secretary Walter E. Daller, Jr., President and
Chief Executive Officer
Dated:
The Director acknowledges receipt of a copy of the Plan, and represents
that he or she is familiar with the terms and provisions thereof. The Director
hereby accepts this Stock Option subject to all the terms and provisions of the
Plan.
Dated:
----------------------------------
Director
:88643
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[Optional Paragraph Re: Transferable Options]
(With the Approval of the Committee, on an individual basis)
With the prior approval of the Committee or the Board of Directors, as the
case may be, this Stock Option may be transferred, for no consideration, to or
for the benefit of the Director's Immediate Family (including, without
limitation, to a trust for the benefit of the Director's Immediate Family or to
a partnership or a limited liability company for one or more members of the
Director's Immediate Family), subject to such limits as the Committee may
establish, and the transferee shall remain subject to all the terms and
conditions applicable to the Stock Option prior to such transfer. The foregoing
right to transfer the Stock Option shall apply to the right to consent to
amendments to this Agreement and, in the discretion of the Committee, shall also
apply to the right to transfer ancillary rights associated with the Stock
Option. The term "Immediate Family" shall mean the Director's spouse, parents,
children, stepchildren, adoptive relationships, sisters, brothers and
grandchildren (and, for this purpose, shall also include the Director).
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EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
<PAGE>
June 4, 1999
Walter E. Daller, Jr.
President and Chief Executive Officer
HARLEYSVILLE NATIONAL CORPORATION
483 Main Street
Harleysville, Pennsylvania 19438
RE: Harleysville National Corporation (the "Corporation") Registration
Statement on Form S-8 Our File No. 621-99
Dear Mr. Daller:
We have acted as Special Corporate Counsel to the Corporation in connection
with preparation of the Corporation's Registration Statement on Form S-8
relating to the Corporation's 1998 Independent Directors Stock Option Plan (the
plan).
In connection with this matter, we, as counsel to the Corporation, have
reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as amended;
2. the Corporation's Articles of Incorporation, as amended;
3. the Corporation's By-Laws, as amended;
4. Resolutions adopted by the Corporation's Board of Directors; and
5. the Plan.
Based upon such review, it is our opinion that the Corporation's common
stock, $1.00 par value, (the common stock) issuable under the plan, when and as
issued in accordance with the provisions of the plan, will be duly and validly
issued, fully paid and nonassessable. In giving the foregoing opinion, we have
assumed that the Corporation will have, at the time of the issuance of common
stock under the plan, a sufficient number of authorized shares available for
issue.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement on Form S-8, filed by the Corporation, relating to the
plan.
Very truly yours,
SHUMAKER WILLIAMS, P.C.
/s/ Nicholas Bybel, Jr.
By Nicholas Bybel, Jr.
NB\py:95602
EXHIBIT 23.1
CONSENT OF GRANT THORNTON LLP
<PAGE>
Consent of Independent Certified Public Accountants
We have issued our report dated January 7, 1999 (except for Note 2, as to
which the date is January 20, 1999) accompanying the consolidated financial
statements of Harlesyville National Corporation and subsidiaries appearing in
the 1998 Annual Report of the Corporation to its shareholders and included in
the Annual Report on Form 10-K for the year ended December 31, 1998 which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Philadelphia, Pennsylvania
June 1, 1999
