S-8 POS

As filed with the Securities and Exchange Commission on May 30, 2008 Registration No. 333-02513

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S–8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNIVEST CORPORATION OF PENNSYLVANIA

(Exact Name of Registrant As Specified In Its Charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-18861 (I.R.S. Employer Identification No.)
14 North Main Street Souderton, Pennsylvania (Address of principal executive offices)	18964    (Zip Code)

UNIVEST 1996 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

William S. Aichele Chairman, President and Chief Executive Officer UNIVEST CORPORATION OF PENNSYLVANIA 14 North Main Street Souderton, Pennsylvania 18964 (215) 721-2400 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies To: Jane G. Davis, Esquire SHUMAKER WILLIAMS, P.C. 1 East Market Street York, Pennsylvania 17401 (717) 848–5134

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-02513) (the “Registration Statement”) of Univest Corporation of Pennsylvania (the “Company”), which was filed with the Securities and Exchange Commission on April 15, 1996. The Registration Statement registered 250,000 shares of the Company’s common stock, par value $5.00 per share (“Common Stock”) for issuance under the Univest 1996 Employee Stock Purchase Plan (the “Plan”).

Pursuant to Rule 416(b) under the Securities Act of 1933, this Amendment is being filed to register an additional 734,375 shares of Common Stock that can be issued under the anti-dilution provisions of the Plan as a result of a stock split and stock dividends.

In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Amendment also covers an indeterminate number of shares of Common Stock as may become issuable under the Plan by reason of the anti-dilution provisions of the Plan.

PART II

Item 8.Exhibits.

Exhibit No.

4.1	Univest 1996 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 99(b) to Registrant’s Registration Statement on Form S-8 filed with the SEC on April 15, 1996.)
5.1	Opinion of Shumaker Williams, P.C. re: legality of shares.
23.1	Consent of KPMG LLP
23.2	Consent of Shumaker Williams, P.C.
	(Included in Exhibit 5.1).
24	Power of Attorney of Directors and
	Officers (Included on Signature Pages).

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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Souderton, Commonwealth of Pennsylvania on May 28, 2008.

UNIVEST CORPORATION OF PENNSYLVANIA
(Registrant)
By:	/s/ Jeffrey M. Schweitzer
	Jeffrey M. Schweitzer
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William S. Aichele and Jeffrey M. Schweitzer, and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Post-Effective Amendment No.1 to Registration Statement on Form S-8 and to file the same, will 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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

	Capacity	Date
/s/ William S. Aichele	Chairman, President,	May 28, 2008
William S. Aichele	CEO and Director
/s/ Marvin A. Anders	Retired Chairman, Director	May 28, 2008
Marvin A. Anders
/s/ Charles H. Hoeflich.	Chairman Emeritus	May 28, 2008
Charles H. Hoeflich
/s/ William G. Morral	Director	May 28, 2008
William G. Morral

/s/ Norman L. Keller	Director	May 28, 2008
Norman L. Keller
/s/ Thomas K. Leidy	Director	May 28, 2008
Thomas K. Leidy
/s/ H. Ray Mininger	Director	May 28, 2008
H. Ray Mininger
/s/ Merrill S. Moyer	Director	May 28, 2008
Merrill S. Moyer
/s/ Paul G. Shelly	Director	May 28, 2008
Paul G. Shelly
/s/ John U. Young	Director	May 28, 2008
John U. Young
/s/ Jeffrey M. Schweitzer	Executive Vice	May 28, 2008
Jeffrey M. Schweitzer	President and Chief
	Financial Officer
/s/ K. Leon Moyer	Senior Executive Vice	May 28, 2008
K. Leon Moyer	President

INDEX TO EXHIBITS

Exhibit No.

4.1	Univest 1996 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 99(b) to Registrant’s Registration Statement on Form S-8 filed with the SEC on April 15, 1996.)
5.1	Opinion of Shumaker Williams, P.C. re: legality of shares.
23.1	Consent of KPMG LLP
23.2	Consent of Shumaker Williams, P.C.
	(Included in Exhibit 5.1).
24	Power of Attorney of Directors and
	Officers (Included on Signature Pages).

EX-5.1

Exhibit 5.1

	May 28, 2008

Board of Directors

UNIVEST CORPORATION OF PENNSYLVANIA

14 North Main Street

Souderton, PA 18964

Re:	UNIVEST CORPORATION OF PENNSYLVANIA
	Post-Effective Amendment to Registration Statement on Form S-8
	Registration No. 333-02513
	Our File No. 08-533

Dear Sirs:

We have acted as Special Corporate Counsel to Univest Corporation of Pennsylvania, a Pennsylvania corporation (the "Corporation") in connection with Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (Registration No. 333-02513 (the "Post-Effective Amendment") to be filed with the Securities and Exchange Commission relating to the registration of 734,375 additional shares of its common stock issuable pursuant to the Corporation’s 1996 Employee Stock Purchase Plan (the "Plan").

In connection with the foregoing, we have examined, among other things, the Plan, the Post-Effective Amendment, Board of Directors’ resolutions authorizing the preparation and filing of the Post-Effective Amendment, and originals or copies, satisfactory to us, of all such corporate records and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as copies. As to any facts material to our opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Corporation.

Board of Directors

May 28, 2008

Page Two

On the basis of the foregoing and in reliance thereon, we are of the opinion that the 734,375 additional shares of the Corporation’s common stock, that may be issued and sold by the Corporation pursuant to the Plan, when sold and issued in accordance with the Plan and the Registration Statement, will be legally and validly issued, fully paid, and non-assessable.

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 consent to the use of this opinion as an exhibit to the Corporation’s Post-Effective Amendment, filed by the Corporation with the Securities and Exchange Commission, relating to the Plan. We further consent to all references to our Firm in the Post-Effective Amendment and any further amendments thereto. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Sections 7 or 11 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

Very truly yours,

SHUMAKER WILLIAMS, P.C.

/s/ Reginald S. Evans

By Reginald S. Evans

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Univest Corporation of Pennsylvania:

We consent to the incorporation by reference in the Post-Effective Amendment of Registration Statement (No. 333-02513) on Form S-8 pertaining to the Univest Corporation of Pennsylvania 1996 Employee Stock Purchase Plan of our reports dated March 6, 2008, with respect to the consolidated balance sheets of Univest Corporation of Pennsylvania (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and the effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 annual report on Form 10-K of the Univest Corporation of Pennsylvania.

Our report dated March 6, 2008, on the consolidated balance sheets of the Company as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123R, “Share Based Payment,” effective January 1, 2006, and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” effective December 31, 2006.

Philadelphia, Pennsylvania

May 29, 2008

/s/ KPMG LLP