UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2004
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NATIONAL PENN BANCSHARES, 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)
000-22537-01 23-2215075
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(Commission File Number) (I.R.S. Employer Identification No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
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(Address of Principal Executive Offices) (Zip Code)
610-367-6001
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Registrant's Telephone Number, Including Area Code
N/A (Former Name or Former Address, if Changed Since Last Report)
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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):
--- 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))
Item 1.01 Entry into a Material Definitive Agreement.
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On December 2, 2004, the Compensation Committee of the Board of Directors
of National Penn Bancshares, Inc. granted non-qualified stock options for
National Penn common stock to various National Penn officers, including
executive officers, under National Penn's Officers' and Key Employees' Stock
Compensation Plan. This Plan was approved by National Penn's shareholders in
1997. In accordance with the Plan:
o Each option has an exercise price of $28.502 per share (the average of
the closing prices of National Penn common stock over the ten trading
days period ending on December 2, 2004).
o Each option vests (becomes exercisable) in 20 percent increments
annually, beginning December 2, 2005.
o Each option expires on January 2, 2015 if not earlier exercised,
forfeited or terminated.
The following individuals received stock options for the number of shares
indicated:
o Wayne R. Weidner, Chairman and Chief Executive Officer - 47,000.
o Glenn E. Moyer, President - 35,000.
o Bruce G. Kilroy, Group Executive Vice President - 10,000
o Garry D. Koch, Group Executive Vice President - 10,000.
o Paul W. McGloin, Group Executive Vice President - 10,000.
o Michael R. Reinhard, Group Executive Vice President - 10,000.
o Gary L. Rhoads - Group Executive Vice President and Chief Financial
Officer - 10,000.
o Sandra L. Spayd, Group Executive Vice President - 10,000.
o Sharon L. Weaver, Group Executive Vice President - 10,000.
o Donald P. Worthington, Executive Vice President - 5,000.
o Michelle H. Debkowski, Senior Vice President and Chief Accounting
Officer - 4,500.
o Hugh J. Garchinsky, Executive Vice President - 3,500.
The Plan, as amended to date, is included in National Penn's Report on Form
8-K dated September 26, 2001 as Exhibit 10.1, which Report was filed with the
Securities and Exchange Commission on September 27, 2001.
Each of the above stock options is evidenced by a Stock Option Agreement
between National Penn and the option holder, in the form filed in this Report as
Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
10.1 - Form of Stock Option Agreement for Non-Qualified Stock Option Grant
for Officers or Employees.
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 and CEO
Dated: December 5, 2004
EXHIBIT INDEX
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Exhibit Number Description
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10.1 - Form of Stock Option Agreement for Non-Qualified Stock Option
Grant for Officers or Employees.