UNITED
STATES
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): September 9, 2008
HARLEYSVILLE
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Pennsylvania
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0-15237
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23-2210237
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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483
Main Street, Harleysville, PA
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19438
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(Address
of principal executive offices)
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(Zip
Code)
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215-256-8851
(Registrant’s
telephone number, including area code)
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):
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements with
Certain Officers.
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On September 9, 2008, the Registrant
announced to its employees the restructuring of its management following the
completion of its acquisition of Willow Financial Bancorp, Inc.
Demetra “Deb” M. Takes, the President
and Chief Executive Officer of Harleysville National Bank and Trust Company (the
“Bank”), the Registrant’s wholly-owned subsidiary, and director of the
Registrant will continue in those roles but with an emphasis on marketing and
customer relations. Michael B. High, the Registrant’s Chief Operating
Officer will retire as of the end of November 2008. Brent Peters will
continue as President of East Penn Bank, a division of the Bank, and will also
be appointed Chief Administrative Officer of the Registrant.
The reorganization announcement is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
7.01. Regulation FD
On September 9, 2008, at a special
meeting of shareholders held at 2:00 PM at the Best Western The Inn at
Towamencin-Kulpsville, 1750 Sumneytown Pike, Kulpsville, PA 19443, the
shareholders of Harleysville National Corporation approved and adopted the
Agreement and Plan of Merger dated as of May 20, 2008 by and between
Harleysville National Corporation and Willow Financial Bancorp, Inc. The vote
was as follows:
Votes for
19,137,707
Votes
against 1,343,256
Votes
abstaining 82,909
The Agreement and Plan of Merger was
approved and adopted by at least a majority of the Registrant’s outstanding
shares of common stock.
At the special meeting, Paul D.
Geraghty, President and Chief Executive Officer of the Registrant, made a
presentation. The slides and script of his presentation are attached
hereto as Exhibit 99.2 and incorporated herein by reference.
The information furnished under this
Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed”
for purposes of the Securities Exchange Act of 1934.
Item
8.01. Other Events.
Pursuant to the special meeting and the
information related thereto reported under Item 7.01 to this Current Report on
Form 8-K that is incorporated herein by reference, the
Registrant
and Willow Financial Bancorp, Inc. issued a joint press release on September 9,
2008 announcing the results of the meetings. The joint press release
is attached hereto as Exhibit 99.3 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
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(a)
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Financial
Statements and Exhibits
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(b)
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Pro
Forma Financial Information
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(c)
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Shell
Company Transactions.
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Exhibit Number
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Description
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99.1
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Reorganization
announcement.
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99.2
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Special
Meeting Presentation.
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99.3
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Press
release.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
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HARLEYSVILLE
NATIONAL CORPORATION
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(Registrant)
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Dated:
September 10, 2008
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/s/
George S. Rapp
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George
S. Rapp
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Executive
Vice President, and
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Chief
Financial Officer
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Exhibit
Index
Exhibit Number
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Description
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99.1
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Reorganization
announcement.
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99.2
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Special
Meeting Presentation.
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99.3
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Press
release.
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