UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 21, 2004 QNB CORP. (Exact name of registrant as specified in its charter) Pennsylvania 0-17706 23-2318082 - -------------------------------- ----------------------- ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 15 North Third Street, Quakertown, PA 18951-9005 - ------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215)538-5600 --------------------- 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 communications 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 19, 2004, at a regular meeting of the Board of Directors, Anna Mae Papso was appointed to the Board of Directors of QNB Corp. A copy of the press release issued October 20, 2004 by the registrant announcing Ms. Papso's appointment is attached as Exhibit 99 to this Report on Form 8-K and is incorporated into this Item 5.02 by reference. Ms. Papso has also been appointed to the Audit Committee of the registrant. Ms. Papso does not have a direct or indirect material interest in any transaction with the registrant required to be disclosed pursuant to Item 404(a) of Regulation S-K. There was no arrangement or understanding between Ms. Papso and any other person pursuant to which Ms. Papso was elected to the Board of Directors. ITEM 9(c) EXHIBITS 99.1 News release disseminated on October 20, 2004 by QNB Corp. 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. QNB Corp. By: /s/ Bret H. Krevolin ------------------------ Bret H. Krevolin Chief Financial Officer Dated: October 21, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 News release disseminated on October 20, 2004 by QNB Corp. Section 2: EX-99.1 (EX-99.1 NEWS RELEASE DISSEMINATED ON OCTOBER 20, 2004)