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): June 15, 2009
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):
o
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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
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements with Certain
Officers.
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On June 15, 2009,
Harleysville National Corporation (the “Corporation”) received the resignation
of Michael L. Browne, effective immediately, from the boards of directors of the
Corporation and Harleysville National Bank and Trust Company (the “Bank”), the
Corporation’s wholly-owned subsidiary. Mr. Browne served on the
Corporation’s audit committee, nominating and corporate governance committee,
and compensation committee. The resignation was not the result of a
disagreement with the Corporation on any matter relating to the Corporation’s or
Bank’s operations, policies or practices. The board of directors
thanks Mr. Browne for his service and contributions to the Corporation and
Bank.
A press release is
attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by
reference.
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On June 16, 2009, the
Corporation amended and restated its Bylaws to specifically amend (1) Article 5,
Section 5.1 to provide for broader proxy voting methods, (2) Article 6, Section
6.1 to increase the maximum time for setting a record date with respect to a
shareholder meeting and certain other actions from 50 to 90 days; (3) Article
10, Section 10.1 to increase the number of days prior to the anniversary of the
record date of the preceding year’s shareholder meeting at which directors were
elected that a shareholder must provide notice to the Corporation in order for a
shareholder to nominate a candidate for election to the board of directors from
45 to 60 days; and (4) Article 12, Section 12.2 to increase the maximum number
of directors in addition to the Chairman of the Board and President of the
Corporation on the Executive Committee to up to six directors and to eliminate
the restriction that such other directors not be employees of the
Corporation.
The Amended and Restated
Bylaws are attached hereto as Exhibit 3(ii) and are incorporated in this Item
5.03 by reference.
Item
9.01.
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Financial
Statements and Exhibits
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(a) Financial
Statements and Exhibits
None.
(b) Pro
Forma Financial Information
None.
(c) Shell
Company Transactions.
Not
applicable.
(d) Exhibits.
Exhibit Number
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Description
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3(ii)
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Amended
and Restated Bylaws
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99.1
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Press
release dated June 18, 2009
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SIGNATURES
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:
June 18, 2009
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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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3(ii)
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Amended
and Restated Bylaws
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99.1
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Press
release dated June 18, 2009
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-5-