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): December 5, 2008
HARLEYSVILLE
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
|
|
0-15237
|
|
23-2210237
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
483
Main Street, Harleysville, PA
|
|
19438
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
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
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
CURRENT REPORT ON
FORM 8-K
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
December 5, 2008, Harleysville National Corporation announced its completion of
the acquisition of Willow Financial Bancorp, Inc. Under the terms of the merger
agreement, dated as of May 20, 2008, Willow Financial Bancorp, Inc. has been
acquired by Harleysville National Corporation and Willow Financial Bank, a $1.6
billion savings bank with 29 branch offices in Southeastern Pennsylvania, has
merged with and into Harleysville National Bank, the registrant’s wholly-owned
subsidiary. These transactions were effective after the market close on December
5, 2008.
Based on
the terms of the merger agreement Willow Financial shareholders will receive
0.73 shares of Harleysville National Corporation common stock for each share of
Willow Financial Bancorp common stock they hold.
A
copy of the press release is attached as Exhibit 99.1 and incorporated by
reference.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements with Certain
Officers
|
In
connection with the execution of the Merger Agreement, Donna M. Coughey, former
President and Chief Executive Officer of Willow Financial, entered into an
employment agreement dated May 20, 2008 with Harleysville Management Services,
LLC, a subsidiary of Harleysville National Corporation. The employment agreement
provides for the employment of Ms. Coughey as an Executive Vice President of
Harleysville National Corporation and Harleysville National Bank effective
December 5, 2008, the effective date of Harleysville National Corporation’s
acquisition of Willow Financial Bancorp, and for a period of one year at an
annual salary equal to her current base salary of $350,000, minus applicable
withholdings and deductions. Ms. Coughey is 58 years of age. The employment
agreement includes covenant not to compete terms commencing on the effective
date and ending on the second anniversary of the effective date. Ms. Coughey
agrees not to disclose any confidential information of Harleysville National
Corporation without the written consent of the President and Chief Executive
Officer of Harleysville National Corporation or a person authorized thereby.
Harleysville National Corporation agrees to indemnify Ms. Coughey for any suits
arising out of her service as an officer or employee of the Corporation subject
to certain limitations. A copy of Ms. Coughey’s employment agreement is attached
hereto as Exhibit 99.2 and made part hereof.
Also, two
Willow Financial Bancorp directors, James E. McErlane and John J. Cunningham,
III, will join the Harleysville National Corporation board of
directors. Mr. McErlane will serve as a Class B director until 2012
and Mr. Cunningham will serve as a Class A director to serve until
2011.
Item
7.01 Regulation
FD Disclosure
On
December 5, 2008, Harleysville National Corporation issued a press release
announcing the completion of the acquisition of Willow Financial Bancorp. A copy
of the press release is attached as Exhibit 99.1 and incorporated by
reference.
Item
9.01. Financial Statements and Exhibits
|
|
(a)
|
Financial
Statements of Businesses Acquired
|
|
|
The
audited consolidated balance sheet of Willow Financial Bancorp, Inc. as
of June 30, 2008, and the related consolidated statements of
operations, changes in stockholders’ equity and comprehensive loss, and
cashflow for the year ended June 30, 2008 as well as the unaudited
consolidated balance sheet as of September 30, 2008 and the related
consolidated statements of operations, changes in comprehensive loss, and
cashflow for the three months ended September 30, 2008 will be filed no
later than 71 days after the date that this Form 8-K report is required to
be filed or February 20, 2009.
|
|
|
(b)
|
Pro
Forma Financial Information
|
|
|
The
unaudited pro forma combined consolidated balance sheet for Harleysville
National Corporation and Willow Financial Bancorp, Inc. as of September
30, 2008 and an unaudited combined consolidated income statement for the
nine months ended September 30, 2008 will be filed no later than 71 days
after the date that this Form 8-K report is required to be filed or
February 20, 2009. An unaudited pro forma combined income statement for
the year ended December 31, 2007 is contained in Harleysville National
Corporation’s Registration Statement on No. 333-152007 on Form S-4/A,
filed with the Commission on July 31, 2008 and incorporated herein by this
reference.
|
|
|
(c)
|
Shell
Company Transactions.
|
|
Exhibit Number
|
|
Description
|
|
99.1
|
|
Press
Release dated December 5, 2008 announcing that Harleysville National
Corporation completed its acquisition of Willow Financial
Bancorp.
|
|
99.2
|
|
Employment
Agreement between Harleysville Management Services, LLC and Donna M.
Coughey, dated May 20, 2008 and effective December 5, 2008.
|
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.
|
|
|
HARLEYSVILLE
NATIONAL CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Dated:
December 5, 2008
|
|
/s/
George S. Rapp
|
|
|
|
George
S. Rapp
|
|
|
|
Executive
Vice President, and
|
|
|
|
Chief
Financial Officer
|
Exhibit
Index
|
Exhibit Number
|
|
Description
|
|
99.1
|
|
Press
Release dated December 5, 2008 announcing that Harleysville National
Corporation completed its acquisition of Willow Financial
Bancorp.
|
|
99.2
|
|
Employment
Agreement between Harleysville Management Services, LLC and Donna M.
Coughey, dated May 20, 2008 and effective December 5, 2008.
|
|
|
|
|