8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

November 29, 2017

Date of Report (Date of earliest event reported)

UNIVEST CORPORATION OF PENNSYLVANIA

(Exact name of registrant as specified in its charter)

Pennsylvania	0-7617	23-1886144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)
14 North Main Street, Souderton, Pennsylvania		18964
(Address of principal executive offices)		(Zip Code)

(215) 721-2400

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

On November 29, 2017, Univest Corporation of Pennsylvania issued a press release announcing that it had commenced an offering of shares of its common stock, par value $5.00 per share, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release issued November 29, 2017

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNIVEST CORPORATION OF PENNSYLVANIA
Dated: November 29, 2017
	By:	/s/ Roger S. Deacon
	Name:	Roger S. Deacon
	Title:	Senior Executive Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Univest Announces Proposed Public Offering of Common Stock

SOUDERTON, Pa., November 29, 2017 (PR Newswire) – Univest Corporation of Pennsylvania (NASDAQ: UVSP) (“Univest” or the “Corporation”), parent company of Univest Bank and Trust Co. (the “Bank”), announced today that it has commenced an underwritten public offering of its common stock. In addition, the Corporation expects to grant the underwriters a 30-day option to purchase up to an aggregate of an additional 15% of the number of shares of common stock sold in the offering to cover over allotments. Any shares sold pursuant to such option would be purchased by the underwriters at the same price per share.

The Corporation intends to use the net proceeds from the proposed offering for general corporate purposes, including providing capital to support growth organically or through strategic acquisitions, financing investments, and for investment in the Bank as regulatory capital.

Keefe, Bruyette & Woods, a Stifel Company, is acting as lead book-running manager for the offering. Piper Jaffray & Co. is acting as co-manager.

Additional Information Regarding the Offering

The shares of common stock are being offered and sold pursuant to an effective shelf registration statement that Univest previously filed with the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and the accompanying prospectus related to the offering are being filed with the SEC and will be available at the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained by contacting Keefe, Bruyette & Woods, Inc., Attention: Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019; or by calling Keefe, Bruyette & Woods, Inc. toll-free at (800) 966-1559.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, which is made only by means of the prospectus supplement and the accompanying prospectus, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The common stock to be offered in the public offering will not be insured by the Federal Deposit Insurance Corporation or any other governmental agency.

About Univest Corporation

Univest Corporation of Pennsylvania (UVSP), including its wholly-owned subsidiary, Univest Bank and Trust Co., has total assets of approximately $4.4 billion. Headquartered in Souderton, Pa. and founded in 1876, the Corporation and its subsidiaries provide a full range of financial solutions for individuals, businesses, municipalities and nonprofit organizations in the Mid-Atlantic Region. Univest delivers these services through a network of more than 50 offices in southeastern Pennsylvania extending to the Lehigh Valley and Lancaster, as well as New Jersey and Maryland, and online at www.univest.net.

Forward-Looking Statements

This press release contains “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this release include statements regarding the proposed public offering and the anticipated use of proceeds therefrom, and are subject to a number of risks and uncertainties that may cause actual results or outcomes to be materially different from those expressed or implied by the forward-looking statements. These risks and uncertainties include market risks and those relating to the satisfaction of customary closing conditions for an underwritten offering of securities, as well as the risks and uncertainties that could affect the Corporation’s business and financial results described in the prospectus supplement, prospectus and registration statement referenced above, as well as the Corporation’s other filings with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those projected. Accordingly, you should not place undue reliance on any such forward looking statements. The forward-looking statements are representative only as of the date they are made and, except as required by law, the Corporation assumes no responsibility to update any forward-looking statements, whether as a result of new information, future events, or otherwise. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Corporation or persons acting on the Corporation’s behalf may issue.