S-8 1 forms-8.htm NPBC ESPP PLAN forms-8.htm
As filed with the Securities and Exchange Commission on May 28, 2009
Registration No. 333-                             
 
UNITED STATES
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 its charter)

 
Pennsylvania
  
  23-2215075
 
 
  (State or other jurisdiction
               (I.R.S. Employer
 
  of incorporation)
  
  Identification No.)
  
         
Philadelphia and Reading Avenues,
Boyertown, PA  19512
(Address of Principal Executive Offices) (Zip Code)
 
NATIONAL PENN BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Glenn E. Moyer
President and Chief Executive Officer
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, PA  19512
(Name and address of agent for service)
 
(800) 822-3321
(Telephone number, including area code, of agent for service)
  
Copies to:

H. Anderson Ellsworth
Executive Vice President and Securities Law Compliance Director
National Penn Bank
Philadelphia and Reading Avenues
Boyertown, PA  19512
  
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filed” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
  
 
 Large accelerated filer x   Accelerated filer o
 
  
 
 Non-accelerated filero     (Do not check if a smaller reporting company) 
 
 Smaller reporting company o
  
 

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CALCULATION OF REGISTRATION FEE

 
Title of Securities
to be Registered
 
Amount to be
Registered (1)
Proposed
Maximum Offering
Price Per Share (2)
Proposed
Maximum Aggregate
Offering Price
 
Amount of
Registration Fee
 
Common stock (without par value)
(and associated Stock Purchase Rights)  (3)
 
1,000,000 shares
(with Rights)
$ 6.07
$6,070,000
$338.71

(1)
In accordance with Rule 416, this Registration Statement shall also register an indeterminate number of additional shares of the Registrant’s common stock which may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions, as provided by the Plan.
 
  
(2)
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 Global Select Market tier of the Nasdaq Stock Market on May 26, 2009.
 
  
(3)
Prior to the occurrence of certain events, the Stock Purchase Rights will not be evidenced separately from the Common Stock.
 
  

STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is being filed by National Penn Bancshares, Inc. (the “Registrant”) to register 1,000,000 additional shares of the Registrant’s common stock, without par value, (plus an indeterminate number of shares pursuant to Rule 416 of the Securities Act of 1933) issuable pursuant to the National Penn Bancshares, Inc. Employee Stock Purchase Plan, as amended (the “Plan”).  Pursuant to General Instruction E, and unless otherwise noted herein, this Registration Statement incorporates by reference the contents of the previously filed registration statement on Form S-8 (File No. 333-27059), including all exhibits thereto, relating to the Plan, which was previously filed with the Securities and Exchange Commission on May 5, 1997.

 
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.   Interests of Named Experts and Counsel.

Certain legal matters in connection with the Plan have been passed upon for the Registrant by H. Anderson Ellsworth, Executive Vice President and Securities Law Compliance Director of the Registrant.  As of May 26, 2009, Mr. Ellsworth owned, directly or indirectly, 28,188 shares of the Registrant’s common stock (including shares held in Mr. Ellsworth’s 401(k) account), options for 4,919 shares of the Registrant’s common stock and 2,754 shares of the Registrant’s common stock pursuant to restricted stock awards.

Item 8.    Exhibits.

4.1
Amendment to Rights Agreement dated as of August 21, 1999, between National Penn Bancshares, Inc. and National Penn Bank, as Rights Agent (including as Exhibit “A” thereto, the Rights Agreement dated as of August 23, 1989, between National Penn Bancshares, Inc. and National Bank of Boyertown, as Rights Agent).  (Incorporated by reference to Exhibit 4.1 to National Penn’s Report on Form 8-K, dated August 21, 1999, as filed on August 26, 1999.)
 
4.2
Articles of Incorporation, as amended and restated, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated April 21, 2009, as filed on April 24, 2009).
 
4.3
Bylaws, as amended, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated February 25, 2009, as filed on February 25, 2009.)
 
4.4
National Penn Bancshares, Inc. Employee Stock Purchase Plan, as amended and restated. (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 8-K dated April 21, 2009, as filed on April 21, 2009).
 
5
Opinion re: Legality and Consent of H. Anderson Ellsworth, securities counsel to the Registrant.
   
23.1
Consent of Grant Thornton LLP, independent registered public accounting firm.
 
23.2
Consent of H. Anderson Ellsworth, securities counsel to the Registrant (included in Exhibit 5).
 
24
Power of Attorney.
   



 
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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 Borough of Boyertown, Commonwealth of Pennsylvania, on this 28th day of May, 2009.

 
NATIONAL PENN BANCSHARES, INC.
 
(Registrant)
     
 
By:
/s/ Glenn E. Moyer
   
Glenn E. Moyer
   
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signatures
  
Title
  
         
 /s/ Thomas A. Beaver
  
Director
   May 28, 2009   
 Thomas A. Beaver
      
         
         
 /s/ J. Ralph Borneman, Jr.
  
Director
   May 28, 2009   
 J. Ralph Borneman Jr.
      
       
       
 /s/ Robert L. Byers
  
Director
   May 28, 2009   
 Robert L. Byers
      
         
         
/s/ Jeffrey P. Feather
  
Director
  May 28, 2009   
 Jeffrey P. Feather
      
         
         
 /s/ Donna D. Holton  
Director
May 28, 2009   
 Donna D. Holton      
         
         
 /s/ Thomas L. Kennedy  
Director
May 28, 2009   
 Thomas L. Kennedy      
         
         
 /s/ Albert H, Kramer  
Director
May 28, 2009   
 Albert H. Kramer      
         
         
 /s/ Patricia L. Langiotti  
Director
May 28, 2009   
 Patricia L. Langiotti      
         
         
 /s/ Christian F. Martin IV  
Director
May 28, 2009   
 Christian F. Martin IV      
       
       
/s/ Glenn E. Moyer
  
Director, President and
May 28, 2009   
Glenn E. Moyer
  
Chief Executive Officer
  
   
(Principal Executive Officer)
  
       
/s/ Natalye Paquin
  
Director
May 28, 2009   
Natalye Paquin
      
       
       
/s/ R. Chadwick Paul, Jr.
  
Director
May 28, 2009   
R. Chadwick Paul, Jr.
      
       
       
/s/ Robert E. Rigg
  
Director
May 28, 2009   
Robert E. Rigg
      
       
       
/s/ C. Robert Roth
  
Director
May 28, 2009   
C. Robert Roth
      
       
       
/s/ Wayne R. Weidner
  
Director and Chairman
May 28, 2009   
Wayne R. Weidner
      
       
       
/s/ Michael R. Reinhard
  
Group Executive Vice President
May 28, 2009   
Michael R. Reinhard
  
and Chief Financial Officer
(Principal Financial Officer)
  
       
       
/s/ Gary L. Rhoads
  
Executive Vice President and
May 28, 2009   
Gary L. Rhoads
  
Chief Accounting Officer
(Principal Accounting Officer)
  

 
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EXHIBIT INDEX
Exhibit

4.1
Amendment to Rights Agreement dated as of August 21, 1999, between National Penn Bancshares, Inc. and National Penn Bank, as Rights Agent (including as Exhibit “A” thereto, the Rights Agreement dated as of August 23, 1989, between National Penn Bancshares, Inc. and National Bank of Boyertown, as Rights Agent).  (Incorporated by reference to Exhibit 4.1 to National Penn’s Report on Form 8-K, dated August 21, 1999, as filed on August 26, 1999.)
 
4.2
Articles of Incorporation, as amended and restated, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated April 21, 2009, as filed on April 24, 2009).
 
4.3
Bylaws, as amended, of National Penn Bancshares, Inc. (Incorporated by reference to Exhibit 3.1 to National Penn’s Report on Form 8-K dated February 25, 2009, as filed on February 25, 2009.)
 
4.4
National Penn Bancshares, Inc. Employee Stock Purchase Plan, as amended and restated. (Incorporated by reference to Exhibit 10.2 to National Penn’s Report on Form 8-K dated April 21, 2009, as filed on April 21, 2009).
 
5
Opinion re: Legality and Consent of H. Anderson Ellsworth, securities counsel to the Registrant.
   
23.1
Consent of Grant Thornton LLP, independent registered public accounting firm.
 
23.2
Consent of H. Anderson Ellsworth, securities counsel to the Registrant (included in Exhibit 5).
 
24
Power of Attorney.
   

 
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