-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R6nncaGtAUH99iaLkG76rs2AyQdf5hw6WBzSEElb4IgjrfC+dSzdDCoVVF2wLjZx 8k8cnDqUghDDQ1Mv58/Sdg== 0000702902-07-000045.txt : 20070816 0000702902-07-000045.hdr.sgml : 20070816 20070816142232 ACCESSION NUMBER: 0000702902-07-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070816 DATE AS OF CHANGE: 20070816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEYSVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000702902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232210237 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15237 FILM NUMBER: 071062127 BUSINESS ADDRESS: STREET 1: 483 MAIN ST STREET 2: P O BOX 195 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2152568851 MAIL ADDRESS: STREET 1: 483 MAIN STREET CITY: HARLEYSVILLE STATE: PA ZIP: 19438 8-K 1 form8-k.htm FORM 8-K AMENDED AND RESTATED TO BYLAWS form8-k.htm

 
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
 
                                 
Date of Report (Date of earliest event reported): August 9, 2007
 
HARLEYSVILLE NATIONAL CORPORATION
                        
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
0-15237
 
23-2210237
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
483 Main Street, Harleysville, PA
 
19438
(Address of principal executive offices)
 
(Zip Code)
 
 
215-256-8851
                        
(Registrant’s telephone number, including area code)
 
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 (see General Instruction A.2. below):
 
o
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

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CURRENT REPORT ON FORM 8-K
 
 
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 9, 2007, the Registrant amended Article 24, Sections 24.1 and 24.2 of its Bylaws to provide for uncertificated shares.
 
The Amended and Restated Bylaws are attached hereto as Exhibit 3(ii) and are incorporated in this Item 5.03 by reference.
 

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ITEM 9.01
Financial Statements and Exhibits
 
 
(a)
Financial Statements and Exhibits
 
 
None.
 
 
(b)
Pro Forma Financial Information
 
 
None.
 
 
(c)
Shell Company Transactions.
 
 
Not applicable.
 
  (d)  
Exhibits.
 

 
Exhibit Number
  
Description
     
3(ii)
  
Amended and Restated Bylaws.
     

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 
   
HARLEYSVILLE NATIONAL CORPORATION
   
(Registrant)
   
 
   
 
Dated: August 9, 2007
  
/s/ George S. Rapp
   
George S. Rapp
   
Executive Vice President, and
   
Chief Financial Officer



 



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Exhibit Index


Exhibit Number
  
Description
     
3(ii)
  
Amended and Restated Bylaws.
     

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 EX-3.(II) 2 resolution.htm AMENDED AND RESTATED BYLAWS RESOLUTION resolution.htm


RESOLUTION TO BE ADOPTED BY THE BOARD OF DIRECTORS OF
HARLEYSVILLE NATIONAL CORPORATION
ON AUGUST 9, 2007

WHEREAS, Harleysville National Corporation’s Board of Directors desires to amend Article 24 of the Corporation’s bylaws in order to comply with recent changes adopted by Nasdaq requiring that listed securities be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act, allowing for registration of company shares in book entry form as an alternative to issuance of a physical certificate; and

WHEREAS, Harleysville National Corporation’s Board of Directors desires to authorize American Stock Transfer and Trust Company, the Corporation’s transfer agent, to instruct The Depositary Trust Corporation (“DTC”), a registered clearing agency, to designate the company’s securities as “direct registered eligible securities.”

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Corporation pursuant to Article 33, Section 33.1 of the Corporation’s bylaws hereby amends Article 24 of the Corporation’s bylaws to read in its entirety as follows:
 
Article 24
 
 
SHARE CERTIFICATES
 
 
Section 24.1 Except as provided in Section 24.2, the share certificates of the Corporation shall be numbered and registered in a share register as they are issued; shall bear the name of the registered holder, the number and class of shares represented thereby, the par value of each share or a statement that such shares are without par value, as the case may be; shall be signed by the President or a Vice President and the Secretary or the Treasurer or any other person properly authorized by the Board of Directors, and shall bear the corporate seal, which seal may be a facsimile engraved or printed. Where the certificate is signed by a transfer agent or a registrar, the signature of any corporate officer on such certificate may be a facsimile engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation or otherwise before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue.
 
Section 24.2  Notwithstanding anything herein to the contrary, any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates.  The rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class shall be identical.  Notwithstanding anything herein to the contrary, the provisions of Section 24.1 shall not apply to uncertificated shares and, in lieu thereof, the Board of Directors shall adopt alternative procedures for registration of transfers.

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BE IT FURTHER RESOLVED, the Board of Directors authorizes American Stock Transfer and Trust Company, the Corporation’s transfer agent, to instruct The Depositary Trust Corporation (“DTC”) to designate the company’s securities as “direct registered eligible securities.

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