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) December 18, 2002
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NATIONAL PENN BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-10957 23-2215075
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ident. No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (610) 367-6001
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Pension Plan - Amendment
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National Penn maintains a Pension Plan (the "Pension Plan"). On
December 18, 2002, the Board of Directors of National Penn approved an amendment
to the Pension Plan to adopt certain "model amendments" prepared by the Internal
Revenue Service to establish good faith compliance with certain provisions of
the Economic Growth and Tax Relief Reconciliation Act of 2001 and other changes
in law. The amendment is effective for years beginning after December 31, 2001.
The text of the amendment to the Pension Plan is included herein as
Exhibit 10.1.
Capital Accumulation Plan (401(k) Plan - Amendment
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National Penn maintains a Capital Accumulation Plan (a 401(k) plan)
(the "401(k) Plan") for the benefit of certain of its and its subsidiaries'
employees. On December 18, 2002, the Board of Directors of National Penn
approved an amendment to the 401(k) Plan to adopt certain "model amendments"
prepared by the Internal Revenue Service to establish good faith compliance with
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 and to make conforming changes in the 401(k) Plan in reflection thereof.
The amendment is effective for years beginning after December 31, 2001.
The text of the amendment to the 401(k) Plan is included herein as
Exhibit 10.2.
Directors' Fee Plan -- Amendment
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National Penn Bancshares, Inc. maintains a Directors' Fee Plan (the
"Fee Plan") under which each non-employee director of National Penn may elect to
receive his or her directors' fees in cash or National Penn common shares,
either currently or on a deferred basis.
On December 18, 2002, the Board of Directors of National Penn approved
an amendment to the Fee Plan to extend the Plan to members of various advisory
boards of National Penn subsidiaries.
National Penn's subsidiaries maintain seven advisory boards, the
purpose of which is to market various services and generate business in their
respective geographic and specialty areas. Allowing advisory board members to
participate in the Fee Plan will serve to align their interests with those of
National Penn's shareholders.
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National Penn has applied to The Nasdaq Stock Market, Inc. ("Nasdaq")
for its formal concurrence that this Fee Plan amendment does not require
approval of National Penn's shareholders under applicable Nasdaq rules. Nasdaq
has already indicated informally that it concurs. Should Nasdaq's formal
response be to the contrary, then the Fee Plan amendment will automatically be
null and void. Otherwise, the Fee Plan amendment is effective as of December 18,
2002.
The foregoing description of the amended Fee Plan does not purport to
be complete and is qualified in its entirety by the text of the amended and
restated Fee Plan itself, which is included herein as Exhibit 10.3.
Glenn Moyer -- Employment Agreement
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On December 18, 2002, National Penn entered into an employment
agreement with Glenn E. Moyer, Executive Vice President of National Pen, and
President and Chief Operating Officer of National Penn Bank. This agreement
covers Mr. Moyer's duties as an executive officer and his compensation and
related benefits. It also contains a supplemental retirement benefit,
"change-in-control" protection, as well as non-competition, non-disclosure, and
non-solicitation covenants. This agreement superseded Mr. Moyer's
change-in-control agreement dated January 4, 1999.
The foregoing description of the employment agreement does not purport
to be complete and is qualified in its entirety by the text of the employment
agreement, which is included herein as Exhibit 10.4.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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10.1 - Amendment No. 1 to National Penn Bancshares, Inc. Pension Plan
(Amended and Restated Effective January 1, 2001).
10.2 - Amendment No. 3 to National Penn Bancshares, Inc. Capital
Accumulation Plan (Amended and Restated Effective January 1,
1997) (Revised 2001).
10.3 - National Penn Bancshares, Inc. Directors' Fee Plan (Amended
and Restated Effective December 18, 2002).
10.4 - Employment Agreement dated December 18, 2002, among National
Penn Bancshares, Inc., National Penn Bank and Glenn E. Moyer.
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SIGNATURE
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.
NATIONAL PENN BANCSHARES, INC.
By /s/Wayne R. Weidner
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Name: Wayne R. Weidner
Title: Chairman, President
and CEO
Dated: December 26, 2002
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EXHIBIT INDEX
Exhibit Number Description
10.1 - Amendment No. 1 to National Penn Bancshares, Inc. Pension Plan
(Amended and Restated Effective January 1, 2001).
10.2 - Amendment No. 3 to National Penn Bancshares, Inc. Capital
Accumulation Plan (Amended and Restated Effective January 1,
1997) (Revised 2001).
10.3 - National Penn Bancshares, Inc. Directors' Fee Plan (Amended
and Restated Effective December 18, 2002).
10.4 - Employment Agreement dated December 18, 2002, among National
Penn Bancshares, Inc., National Penn Bank and Glenn E. Moyer.