SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DE 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event report) May 17, 2006.
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA
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(State or Other Jurisdiction of Incorporation)
0-26366 23-2812193
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(Commission File Number) (IRS Employer Identification Number)
732 MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072
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(Address of Principal Executive Office) (Zip Code)
610-668-4700
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(Issuer's telephone number, including area code)
N/A
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(Former Name or Former Address, if Change 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 provision:
__ Written communication 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation and Bylaws; Change in Fiscal
Year.
On May 17, 2006, the shareholders of Royal Bancshares of Pennsylvania,
Inc., at their Annual Meeting approved amendments to the Articles of
Incorporation of Royal Bancshares of Pennsylvania, Inc.
The purpose for the amendments is to give the corporation the authority
to issue twenty one million (21,000,000) shares of Common Stock consisting of
eighteen million (18,000,000) shares of Class A Common Stock, par value $2.00
per share, and three million (3,000,000) shares of Class B Common Stock, par
value $0.10 per share. Such Class B Common Stock shall have the following
special voting rights, preferences, limitations and other special rights:
The foregoing description of the amendments to the Articles is
qualified in its entirety by the test of the amendments to the Articles, which
are filed in this report as Exhibit 3.1 and incorporated herein by reference.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
On May 17, 2006, the shareholders of Royal Bancshares of Pennsylvania,
Inc., at their Annual Meeting approved amendments to the Stock Option and
Appreciation Right Plan.
The purpose for the amendments is to (i) reserve an additional 150,000
shares of the Corporation's common stock for issuance under the Plan, (ii)
provide the maximum number of shares of stock that may be issued under the Plan
not to exceed 19% of the Corporation's shares outstanding, and (iii) extend the
Plan's termination date to April 18, 2007.
SECTION 9- FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c.) Exhibits
Exhibit Description
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3.1 Amended Articles of
Incorporation of Royal
Bancshares of Pennsylvania,
Inc.
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.
ROYAL BANCSHARES OF PENNSYLVANIA, INC
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Dated: May 18, 2006 /s/ Jeffrey T. Hanuscin
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Jeffrey T. Hanuscin
Chief Financial Officer