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)February 23, 2005 NATIONAL PENN BANCSHARES, INC. ------------------------------ (Exact Name of Registrant as Specified in Its Charter) Pennsylvania ------------ (State or Other Jurisdiction of Incorporation) 000-22537-01 23-2215075 ------------ ---------- (Commission File Number) (I.R.S. Employer Identification No.) Philadelphia and Reading Avenues, Boyertown, PA 19512 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 610-367-6001 ------------ Registrant's Telephone Number, Including Area Code N/A --- (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 (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 2.02 Results of Operations and Financial Condition - -------------------------------------------------------- On February 23, 2005, National Penn Bancshares, Inc. made a webcast presentation of information on its results of operations for the fourth quarter and year ended December 31, 2004. Upon conclusion of the presentation, National Penn conducted a question and answer session on the webcast. A transcript of the question and answer session is furnished in this report, pursuant to this Item 2.02 and Item 7.01, as Exhibit 99.1. No part of this report shall be deemed incorporated by reference into any registration statement filed under the Securities Act of 1933. Item 7.01 Regulation FD Disclosure - ----------------------------------- The response to Item 2.02 is incorporated by reference into this Item 7.01. 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 ---------------------- Name: Wayne R. Weidner Title: Chairman and CEO Dated: February 24, 2005 EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 99.1 Transcript of question and answer session of the National Penn Bancshares, Inc. Webcast conducted on February 23, 2005 (furnished pursuant to Item 2.02 and 7.01 hereof).