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)
January 17, 2006
NITTANY FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-32623 23-2925762
- ---------------------------- -------------- ------------------
(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
116 East College Avenue, State College, Pennsylvania 16801
- ---------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 234-7320
--------------
Not Applicable
-------------------------------------------------------------------------------
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement to communications pursuant to Rule 13e-4(c) under the
Exchange AcT
NITTANY FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
ITEM 8.01 OTHER EVENTS
- ----------------------
On January 17, 2006, the Registrant held a special meeting of shareholders
to consider the approval of the Agreement by and between National Penn
Bancshares, Inc. ("NPB") and the Registrant. Shareholders voted to approve the
Agreement by a vote of 1,731,118 shares (98.70% of the votes cast and 76.24% of
the outstanding shares) in favor of approval, 17,561 shares (1.00% of the votes
cast and .77% of the outstanding shares) against approval and 5,147 shares (.29%
of the votes cast and .23% of the outstanding shares) abstaining from voting.
Per the terms of the Agreement, the exchange ratio for determining the
number of shares of NPB common stock to be received in exchange for shares of
Registrant common stock that will be converted into NPB common stock has been
finalized at 1.994 shares of NPB common stock.
The parties currently anticipate that the closing of the merger will occur
on January 26, 2006.
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, thereunto duly authorized.
NITTANY FINANCIAL CORP.
Date: January 18, 2006 By: /s/ David Z. Richards, Jr.
---------------------------------
David Z. Richards, Jr.
Chief Executive Officer
(Duly Authorized Officer)