As filed with the Securities and
Exchange Commission on February 23, 2006 Registration No. 333-02509
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-1886144
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
UNIVEST CORPORATION OF PENNSYLVANIA
14 NORTH MAIN STREET
P.O. BOX 64197
SOUDERTON, PA 18964
(215) 721-2400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
WILLIAM S. AICHELE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIVEST CORPORATION OF PENNSYLVANIA
14 NORTH MAIN STREET
P.O. BOX 64197
SOUDERTON, PA 18964
(215) 721-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copies To:
NICHOLAS BYBEL, JR., ESQUIRE
ERIK GERHARD, ESQUIRE
SHUMAKER WILLIAMS, P.C.
POST OFFICE BOX 88
HARRISBURG, PENNSYLVANIA 17108
(717) 763-1121
Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |_|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box |_|
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price (1) Fee(2)
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Common Stock,
without par value 500,000 $ 30.875 $ 15,437,500 $ 5,323.28
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(1) Estimated solely for the purpose of determining the registration
fee. Based upon the average bid and asked price of the Common Stock
as of April 11, 1996.
(2) Previously paid in connection with the original filing of this
registration statement.
PROSPECTUS
AMENDED AND RESTATED PROSPECTUS
(To Prospectuses dated April 10, 1996 and June 23, 2004)
[GRAPHIC OMITTED]
UNIVEST
CORPORATION OF PENNSYLVANIA
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UNIVEST DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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1,968,750 SHARES OF COMMON STOCK
PAR VALUE $5.00
The Univest Dividend Reinvestment and Stock Purchase Plan (the "Plan")
described herein offers the holders of common stock, par value $5.00 per share
(the "Common Stock"), of Univest Corporation of Pennsylvania (the "Corporation")
an opportunity to automatically reinvest their dividends in shares of Common
Stock. This Plan also provides each shareholder participating in the Plan a
convenient and economical way to voluntarily purchase additional shares of
Common Stock within the limitations provided in the Plan.
Shares acquired for the Plan will be purchased on The NASDAQ National
Market System on which Univest common stock trades. The purchase price of shares
purchased on The NASDAQ National Market System will be the average price
actually paid for the shares (excluding brokerage commissions) at the time such
shares are purchased. The purchase price of shares purchased from the
Corporation will be the average of the closing prices per share for the ten (10)
trading days preceding the dividend payment date as reported by one or more
firms selected by the Plan Administrator. Shareholders who do not elect to
participate in the Plan will receive dividends, as declared and paid, by check
or advice of credit to their accounts.
Dividends, if and when declared, will be reinvested and shareholders may
participate with respect to all or any portion of their Common Stock. Additional
voluntary cash payments may not be less than $100.00 per payment or total more
than $5,000.00 per quarter. To purchase shares, voluntary cash payments must be
received (and if by check or draft, receipt means cleared) no earlier than the
thirty (30) calendar days and no later than five (5) business days prior to the
corresponding dividend payment date. There are no fees or broker commissions for
reinvesting dividends and purchasing additional shares through the optional cash
payment program.
Complete details of the Plan are provided in this Prospectus, in a
question and answer format. You are encouraged to read it carefully. If you have
any additional questions, please call the Plan Administrator at (215) 799-2945.
It is recommended that this Prospectus be retained for future reference.
An investment in Common Stock held in the Plan account has the same market
risks as an investment in Common Stock held in certificate form. Participants
bear the risk of loss (and receive benefit of gain) occurring by reason of
fluctuations in the market price of the Common Stock held in the Plan account.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS TO THE CONTRARY IS
A CRIMINAL OFFENSE. PLEASE READ THE "RISK FACTORS" OUTLINED ON PAGE 3.
-------------------------------------------------------
The date of this Prospectus is February 23, 2006.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission ("SEC"). Information as of particular
dates concerning directors and executive officers, their compensation, the
principal holders of securities of the Corporation and any material interest of
such persons in transactions with the Corporation is disclosed in proxy
statements distributed to shareholders of the Corporation and filed with the
SEC. Such reports, proxy statements and other information can be inspected and
copies obtained at the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, DC 20549, and at the SEC's regional offices at 233 Broadway,
New York, NY 10279, and at 701 Market St. Philadelphia, PA 19106-1532. You may
also call the SEC at 1-800-SEC-0330. In addition, our filings are available at
the SEC's website at http://www.sec.gov and on Univest's website at
http://www.univest.net. The Common Stock of the Corporation is traded in the
NASDAQ National Market under the symbol "UVSP."
This Prospectus constitutes a part of a Registration Statement filed by
the Corporation with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Common Stock offered hereby. This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the information contained in the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Corporation and the Common Stock offered hereby. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and in each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities to which this
Prospectus relates in any jurisdiction to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any sale of securities to which this Prospectus
relates shall, under any circumstances, create any implication that there has
been no change in the affairs or condition of the Corporation since the date
hereof or that the information contained herein is correct as of any time
subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC pursuant to Section 13 of the
Exchange Act by the Corporation (File No. 0-7617) are incorporated herein by
reference:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 2004.
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2005, June 30, 2005, and September 30, 2005.
3. The Corporation's current reports on Form 8-K dated November 25,
2005, November 29, 2005 and December 1, 2005.
4. The description of the Corporation's Common Stock contained in a
registration statement on form S-14 dated March 1, 1973.
All reports filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE CORPORATION UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, UPON SUCH
PERSONS WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED
ABOVE UNDER "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." SUCH REQUEST
SHOULD BE DIRECTED TO: ATTENTION: CORPORATE SECRETARY, UNIVEST CORPORATION OF
PENNSYLVANIA, 14 N. MAIN STREET, P.O. BOX 64197, SOUDERTON, PA 18964.
THE CORPORATION
The Corporation, a Pennsylvania business corporation, is a financial
holding company registered with and supervised by the Board of Governors of the
Federal Reserve System. The Corporation was formed on January 3, 1973, and is
the holding company of Univest National Bank and Trust Co. ("Univest National"),
Univest Insurance, Inc., Univest Investments, Inc., Univest Realty Corporation,
Univest Delaware, Inc., Univest Reinsurance Company, and Delview, Inc. As used
herein, the "Corporation" refers to Univest Corporation of Pennsylvania and its
subsidiaries.
Univest National is a full-service commercial bank with trust powers, and
provides a wide range of banking and financial services to individuals and
businesses.
The Corporation's principal executive offices are located at 14 N. Main
Street, Souderton, PA. Its mailing address is 14 N. Main Street, P.O. Box 64197,
Souderton, PA 18964, and its telephone number is (215) 721-2400.
RISK FACTORS
The purpose of the plan is to provide a convenient and useful service for
the Corporation's shareholders. Nothing in this Prospectus represents a
recommendation by the Corporation or anyone else that an individual buy or sell
Corporation Common Stock. We urge you to read this Prospectus thoroughly before
you make your investment decision regarding participation in the plan.
Before you invest, you should be aware than an investment in our Common
Stock involves a variety of risks, including those described below. You should
carefully read and consider these risk factors, together with all the other
information contained in this Prospectus, before you decide whether to purchase
Corporation Common Stock.
Issuance of Additional Shares of Common Stock
The Corporation's Articles of Incorporation authorize the issuance of up
to 48 million shares of Common Stock. The issuance of additional stock within
these limits may not require prior shareholder approval. Sales of additional
shares of Common Stock, or the perception that shares may be sold, could
possibly depress the market price of the Corporation's Common Stock. The
issuance of additional shares could also dilute the percentage ownership
interest and corresponding voting power of the prior shareholders.
Regulatory Restrictions Affecting Dividend Payments
Our ability to pay dividends to our shareholders is also subject to and
limited by certain legal and regulatory restrictions.
Anti-takeover Provisions
Our Articles of Incorporation and Bylaws contain certain provisions that
enhance the ability of our Board of Directors to deal with attempts to acquire
control of our company. In addition, Pennsylvania law contains certain
anti-takeover provisions that apply to us. While these provisions may provide us
with flexibility in managing our business, they could discourage or make a
merger, tender offer, or proxy contest more difficult, even though certain
shareholders may wish to participate in the transaction. These provisions could
also potentially depress the market price of the Common Stock.
Our Ability to Compete Effectively
We face substantial competition in all phases of our operations from a
variety of different competitors. Our future growth and success will depend on
our ability to compete effectively in this highly competitive environment. We
compete for loans, deposits, and other financial services in our geographic
market with other financial services providers and various other non-bank
competitors.
Changes in Laws and Regulations
We are subject to extensive state and federal supervision and regulation.
These laws and regulations are intended to protect depositors, not shareholders.
Any substantial change in applicable laws or regulations may have a material
effect on our business and prospects. We cannot predict the nature or extent of
the effect of such changes on our business or earnings in the future.
Changes in Interest Rates
Our profitability is dependent to a large extent on our net interest
income. Like most financial institutions, we are affected by changes in general
interest rate levels and by other economic factors beyond our control. Although
our management believes it has implemented strategies to reduce the potential
effects of changes in interest rates on our results of operations, any
substantial and prolonged change in market interest rates could adversely affect
our operating results.
The Allowance for Loan Losses
Lending money is a substantial part of our business, and every loan we
make carries a certain risk of non-payment. Although we evaluate every loan that
we make against our underwriting criteria, we may experience losses by factors
beyond our control. Therefore, we cannot assure you that our allowance for loan
losses will be sufficient to absorb actual loan losses.
Loans Secured by Real Estate
A significant portion of our loan portfolio consists of residential and
commercial mortgages secured by real estate in our market area. If real estate
prices decline in Eastern Pennsylvania, due to changes in national, regional or
local economic conditions, fluctuations in interest rates and loan availability,
changes in the tax laws and other governmental statutes, regulations and
policies, and acts of nature, the value of the collateral securing these loans
could be reduced. This reduction in collateral value could increase the number
of non-performing loans and could have a material negative impact on our
financial performance.
Common Stock - Plan Accounts
You do not have control or authority to direct the price or time at
which Common Stock is purchased or sold for plan accounts and must bear the
market risk associated with fluctuations in the price of Common Stock. The Plan
Administrator will allocate shares purchased to four (4) decimal places;
therefore, there will likely always be a partial share in your plan account.
This practice allows maximum investment of your dividends.
The plan does not represent a change in the Corporation's dividend policy,
which will continue to depend upon earnings, financial and regulatory
requirements and other factors, and which will be determined by the
Corporation's Board of Directors from time to time. Shareholders who do not wish
to participate in this plan will continue to receive cash dividends when and as
declared. The Corporation cannot provide any assurance whether, or at what rate,
it will continue to pay dividends.
DESCRIPTION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following questions and answers describe the Plan. A copy of the Plan
has been filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides the holders of record of the Corporation's Common Stock
(beneficial owners of shares of the Corporation's Common Stock whose shares are
registered in names other than their own must become shareholders of record by
having the shares transferred into their names, or they may request their
holders of record to participate on their behalf) who elect to participate in
the Plan ("Participants") with an attractive and convenient method of investing
cash dividends and voluntary cash payments in additional shares of the
Corporation's Common Stock without payment of any brokerage commissions, service
charges or other expenses. To the extent that such shares are purchased directly
from the Corporation under the Plan, the Corporation will receive additional
funds for its general corporate purposes. (See "USE OF PROCEEDS"). EACH
PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR THE PLAN
ADMINISTRATOR (SEE NO. 3 BELOW) CAN PROVIDE ANY ASSURANCE THAT SHARES PURCHASED
UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS THAN THEIR
PURCHASE PRICE.
FEATURES
2. WHAT ARE THE FEATURES OF THE PLAN?
o Participants will have the cash dividends paid on their shares of
the Corporation's Common Stock credited to their account under the
Plan automatically reinvested in additional shares of the
Corporation's Common Stock, without payment of any service charges
or brokerage commissions.
o Participants may invest in additional shares of the Corporation's
Common Stock by making voluntary cash payments without payment of
any service charges or brokerage commissions.
o Participants will obtain full investment of cash dividends or
voluntary cash payments, because fractional shares as well as whole
shares are credited to Participants' accounts under the Plan. Also,
dividends will be paid on fractional shares when held in a
Participant's account under the Plan.
o Participants will avoid cumbersome safekeeping and recordkeeping
costs through free custodial and reporting services associated with
participation in the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Trust Department of Univest National Bank and Trust Co. or such other
entity appointed by the Corporation will administer the Plan ("Plan
Administrator"). The Plan Administrator's duties include sending quarterly
statements of accounts to Participants and performing other administrative
duties relating to the Plan. Shares purchased for a participant under the Plan
will be held by the Plan Administrator and registered in the name of the Plan
Administrator or its nominee.
All notices, questions or other communications relating to the Plan must
include the Participant's account number, tax identification number and be
addressed to the Plan Administrator's designated place of business. For example:
Trust Department
Univest National Bank and Trust Co.
Plan administrator of the Univest
Dividend Reinvestment and Stock Purchase Plan
Univest Plaza
14 N. Main Street
P.O. Box 64197
Souderton, PA 18964
Participants who have questions regarding the Plan may also contact the
Plan Administrator at (215) 799-2945, requesting the Dividend Reinvestment and
Stock Purchase Plan liaison.
4. WHO INTERPRETS THE PLAN?
The Corporation has the authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations deemed necessary or advisable in administering the Plan,
including those necessary to prevent any abuse.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Generally, holders of record of the Corporation's Common Stock will be
eligible to participate in the Plan. Upon electing to participate, such record
holders will be "Participants."
6. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT IN THE PLAN?
Any eligible shareholder may elect to participate in the Plan at any time
by completing and signing an authorization form ("Authorization Form") and
returning it to the Plan Administrator. A postage-prepaid envelope is provided
with the Authorization Form for that purpose. Authorization Forms may be
obtained from the Plan Administrator or you may access it through our Investor
Relations website at www.Univest.net. A properly completed and signed
Authorization Form must be received at least five (5) business days before a
dividend record date in order for the dividends payable to shareholders of
record on that date to be reinvested in the Corporation's Common Stock under the
Plan.
Traditionally, dividends declared on the Corporation's Common Stock
generally have been paid on the first business day of the months of January,
April, July and October, and the record date for each such dividend generally
has been the first Tuesday of the months of March, June, September and December.
The Corporation's board of directors reserves the right to change dividend
record and payment dates, if and when dividends are declared.
7. DOES A SHAREHOLDER HAVE TO AUTHORIZE DIVIDEND REINVESTMENT ON A
MINIMUM NUMBER OF SHARES?
No. There are no minimum share requirements. Holders of record of the
Corporation's Common Stock may elect to have the dividends on all or any portion
of their shares reinvested under the Plan by submitting written instructions as
to the number of shares which are to participate in the Plan on their completed
Authorization Form to the Plan Administrator. There will be no extra charge to
the shareholder for choosing partial participation in the Plan.
8. MAY A PARTICIPANT CHANGE THE NUMBER OF SHARES SUBJECT TO THE PLAN?
Yes. A participant may change the number of shares subject to the Plan at
any time by submitting a written request to the Plan Administrator. The change
will be effective with respect to the first dividend payment date after the date
of change has been received, provided that the notice of change was received at
least five (5) business days before its dividend record date. Otherwise, the
change will be effective as of the second dividend payment date.
PURCHASES
9. HOW ARE THE SHARES OF THE CORPORATION'S COMMON STOCK ACQUIRED FOR
PURPOSES OF THE PLAN?
Cash dividends payable on the Corporation's Common Stock elected by
Participants to be subject to the Plan will be paid to the Plan Administrator,
less any amount withheld by the Corporation for applicable taxes at your
request. The Plan Administrator will use these amounts to purchase shares from
authorized but unissued (including treasury, if available) Common Stock of the
Corporation as agent, or on The NASDAQ National Market System by an independent
stock purchasing agent, in the sole discretion of the Corporation. Each
Participant's account will be credited with that number of shares, including
fractions computed to four (4) decimal places, equal to the total amount of cash
dividends and voluntary cash payments invested, and divided by the purchase
price.
10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Cash dividends and voluntary cash payments will be used to purchase the
Corporation's Common Stock as soon as reasonably possible after the applicable
dividend date, but not more than thirty (30) calendar days after such date,
except where completion at a later date is necessary or advisable under any
applicable securities laws.
11. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN?
The purchase price per share of Common Stock purchased with reinvested
dividends and voluntary cash payments under the Plan after any dividend payment
date will be equal to its Market Value. Market Value means: (a) where Common
Stock of the Corporation is purchased in the open market or in negotiated
transactions for the Plan, the average price actually paid for the shares
(excluding brokerage commissions, if any) at the time such shares are purchased,
or (b) where treasury or authorized and unissused Common Stock of the
Corporation is used, the average of the closing prices per share for the ten
(10) trading days preceding the relevant dividend payment date as reported by
one or more firms selected by the Plan Administrator.
12. HOW MANY SHARES OF CORPORATION COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
The number of shares purchased for each Participant will depend on the
amount of dividends to be reinvested, voluntary cash payments, or both, in a
Participant's account and the applicable purchase price of the Corporation
Common Stock.
13. WILL DIVIDENDS ON SHARES HELD IN A PARTICIPANT'S ACCOUNT BE USED TO
PURCHASE ADDITIONAL SHARES UNDER THE PLAN?
Yes. If and when the Corporation declares dividends to holders of record
of shares of the Corporation's Common Stock, the Plan Administrator will credit
each Participant's account with such dividends, and all such dividends will,
unless the Participant directs otherwise be automatically reinvested in
additional shares of the Corporation's Common Stock, thereby compounding each
Participant's investment. Fractional shares held under the Plan for a
Participant's account will receive dividends in the same way as whole shares,
but in proportion to the size of the fractional share.
COSTS
14. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. Participants will not be obligated to pay any brokerage commissions or
other charges with respect to purchases of the Corporation's Common Stock under
the Plan.
A Participant who requests that the Plan Administrator sell shares of the
Corporation's Common Stock held in the Participant's account in the Plan will
incur a service fee as determined by the Corporation, and any brokerage fees
incurred in connection with such sale. All other costs of administration of the
plan will be paid by the Corporation.
VOLUNTARY CASH PAYMENTS
15. WHO WILL BE ELIGIBLE TO MAKE VOLUNTARY CASH PAYMENTS?
All holders of record of the Corporation's Common Stock who elect to have
dividends reinvested in accordance with the provisions of the Plan may also
elect to make voluntary cash payments to the Plan for purposes of purchasing
additional shares of the Corporation's Common Stock under the Plan.
16. WHAT ARE THE LIMITATIONS ON VOLUNTARY CASH PAYMENTS?
Voluntary cash payments will be accepted for investment for those
shareholders who are Participants in the Dividend Reinvestment Plan as of the
record date, which generally has been the first Tuesday of the months of March,
June, September, and December. The cash payment must be received (if by check or
draft, received means cleared) no earlier than thirty (30) calendar days and no
later than five (5) business days to the corresponding dividend payment date,
which generally has been the first business day of the months of January, April,
July, and October. Adequate time for the checks and other drafts to clear prior
to the corresponding dividend payment date must be considered. Because
Participants will not be credited with interest on their voluntary cash payments
prior to investment and because the Plan Administrator is prohibited from
holding such voluntary cash payments for extended periods of time prior to
investing them, we strongly encourage Participants to submit cash payments
within the timeframe described above. Voluntary cash payments may not be less
than $100 per payment nor total more than $5,000 per quarter.
17. HOW DOES THE VOLUNTARY CASH PAYMENT OPTION WORK?
A voluntary cash payment may be made by enclosing a check or money order
with the executed Authorization Form (for new Participants) or by forwarding a
check or money order to the Plan Administrator with the payment form which will
accompany each statement of account. Checks and money orders must be made
payable to: Univest National Bank and Trust Co., Plan Administrator of the
Univest Dividend Reinvestment and Stock Purchase Plan, and include the
Participant's account number and taxpayer identification number. Additional
payment forms may be obtained from the Plan Administrator or online through our
Investor Relations website at www.Univest.net.
Any voluntary cash payment received by the Plan Administrator within the
period described in No. 16 above will be applied to the purchase of shares of
the Corporation's Common Stock on the following dividend payment date at a price
determined in accordance with the provisions of the Plan. No interest will be
paid on voluntary cash payments held by the Plan Administrator prior to the
dividend payment date.
REPORTS TO PARTICIPANTS
18. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
The Plan Administrator maintains a separate account for each Participant.
Each Participant will receive a statement of account subsequent to each dividend
payment date describing cash dividends and voluntary cash payments received, the
number of shares purchased, the price per share and the total shares accumulated
under the Plan. These statements will provide a continuing record of the dates
and cost of purchases on a quarterly basis and should be retained for income tax
purposes. In addition, each Participant will also receive the Corporation's
annual and quarterly reports to shareholders, notices of shareholder meetings,
proxy statements, and Internal Revenue Service information for reporting
dividends paid and commission expenses paid on their behalf.
CERTIFICATE FOR SHARES
19. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES OF THE
CORPORATION'S COMMON STOCK PURCHASED FOR THEM UNDER THE PLAN?
No. Shares of the Corporation's Common Stock purchased under the Plan will
be registered in the name of the Plan Administrator or its nominee as agent for
Participants in the Plan. Certificates for shares purchased for a Participant's
account under the Plan will not be issued unless the Participant withdraws
shares from his/her Plan account. The Corporation will not issue certificates
for fractional shares.
WITHDRAWAL OF SHARES AND PLAN ACCOUNTS
20. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
Participants may withdraw from further participation in the Plan all or a
portion of the whole shares of the Common Stock credited to their account by
completing a "Withdrawal Notification Form" specifying the number of shares to
be withdrawn and forwarding the form to the Plan Administrator at the address
shown in No. 3 above. The Plan Administrator will deliver to the Participant a
certificate for the number of whole shares withdrawn from the Plan. Dividends
will no longer be reinvested for the withdrawn shares. Any notice of withdrawal
received from a Participant less than five (5) business days before the dividend
record date will not be effective until the Participant's dividends paid on that
date have been reinvested and the shares credited to the Participant's account.
21. MAY A PARTICIPANT ELECT TO HAVE THE WITHDRAWN SHARES SOLD?
Yes. A Participant may request the Plan Administrator to sell the shares
being withdrawn from his/her account under the Plan. The request to sell
received from a Participant less than five (5) business days before a dividend
record date will not be effective until the Participant's dividends paid on that
date have been reinvested and the shares credited to the Participant's account.
The Participant should specify in his Withdrawal Notification Form the number of
shares to be sold.
The Plan Administrator will assist only in the sale of a minimum of 100
shares, or in round lots of 100 shares, unless the Participant is discontinuing
all participation in the Plan. The Plan Administrator will cause the sale of
such shares within thirty (30) calendar days of receipt of the notice, and
deliver to the Participant a check for the proceeds of the sale, less any
brokerage commissions, the then applicable service fees, applicable withholding
taxes, and transfer taxes incurred in connection with the sale. Requests for
shares to be sold must be signed by all persons in whose names the account
appears, with signatures guaranteed.
Any fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the last closing price of the Common Stock as
quoted by The NASDAQ National Market System on the next business day on which
the Common Stock is trading following the day on which the Common Stock is
trading following the day on which the withdrawal request is effectively
processed by the Administrator and a check issued for the proceeds thereof. In
no case will certificates representing a fractional interest be issued.
If a Participant withdraws all of the whole and fractional shares from
his/her account, he/she will be treated as having terminated participation in
the Plan.
DISCONTINUATION OF DIVIDEND REINVESTMENT
22. HOW DOES A PARTICIPANT DISCONTINUE PARTICIPATION UNDER THE PLAN?
Participants may terminate their participation in the Plan at any time by
sending written notice to the Plan Administrator. When a Participant terminates
his/her participation in the Plan, the Plan Administrator will deliver to the
Participant a certificate for whole shares credited to the Participant's account
under the Plan, and a check representing: (a) any uninvested dividends held by
the Plan Administrator for the Participant under the Plan, and (b) the value of
any fractional shares. The cash payment for any fractional share shall be based
on the closing price of the Common Stock as quoted by The NASDAQ National Market
on the next business day on which the Common Stock is trading following the day
on which the withdrawal request is effectively processed by the Plan
Administrator. Any notice of termination received less than five (5) business
days prior to a dividend record date will not be effective until dividends paid
for such record date have been reinvested and the shares credited to the
Participant's account. Any Participant who elects to discontinue participation
shall not be eligible to make voluntary cash payments.
23. MAY A PARTICIPANT REQUEST SHARES TO BE SOLD WHEN TERMINATING
PARTICIPATION?
Yes. The request should be in writing for all of the whole shares to be
sold. Such a request must be signed by each person in whose name the Plan
account appears, with signatures guaranteed. On receipt of the request, the Plan
Administrator will cause the sale to proceed in the same manner as set forth in
No. 21 above. A check will be issued in lieu of the issuance of any fractional
shares as set forth in No. 22 above.
FEDERAL INCOME TAX INFORMATION
24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE
PLAN?
The Internal Revenue Service has ruled that shareholders participating in
dividend reinvestment plans similar to the Plan are treated for Federal income
tax purposes as having received a taxable stock distribution equal to the fair
market value of the amount of stock purchased with reinvested dividends. To the
extent distributions made by the Corporation to its shareholders are treated as
made from the Corporation's earnings and profits, the distributions will be
dividends taxable as ordinary income. The Corporation has sufficient earnings
and profits that participating shareholders can expect that the full amount of
any distribution under the plan will be taxable as a dividend. Accordingly,
Participants who purchase shares under the Plan through dividend reinvestment
generally will recognize income in an amount equal to the fair market value of a
share of Common Stock on the dividend payment date multiplied by the number of
shares purchased (including any fractional share). The tax basis for shares
purchased under these circumstances will be equal to the fair market value of
the shares on the dividend payment date. The holding period for such shares will
commence on the day the shares are purchased.
The Internal Revenue Service also has ruled that purchases of stock with
voluntary cash payments under a dividend reinvestment plan that contained
provisions substantially similar to those for voluntary cash payments under the
Plan did not result in income to Participants making such purchases.
Accordingly, Participants who purchase Common Stock under the Plan with
voluntary cash payments should not recognize income in connection with such
purchases. The tax basis of shares purchased under these circumstances will be
equal to the purchase price. The holding period for such shares will commence on
the day the shares are purchased.
In the case of any shareholder for whom Federal income tax withholding on
dividends is required, including a foreign shareholder whose income is subject
to Federal income tax withholding, the Corporation will reinvest dividends net
of the amount of tax required to be withheld.
Dividends reinvested under the Plan by corporate shareholders may be
eligible for the 70% dividends-received deduction.
A Participant whose fractional interest in a share of Common Stock is
liquidated for cash under the Plan generally will recognize capital gain or loss
in an amount equal to the difference between the cash payment and the
Participant's tax basis in the fractional interest. Whether any such gain or
loss will be taxed as long-term or short-term capital gain or loss will depend
upon the Participant's holding period.
The Jobs and Growth Tax Relief Reconciliation Act of 2003, also known as
the Tax Relief Act, enacted in 2003, reduces the maximum rate of tax imposed on
most dividends received by individuals from the previous higher marginal income
tax rates to graduated lower rates based on individual income levels. The tax
relief applies to dividends received in taxable years beginning in 2003 and
extends through taxable year 2008. To be eligible for the reduced rate, an
individual shareholder must own common stock for more than 60 days during the
120-day period beginning before the ex-dividend date. For sales of stock on or
after May 6, 2003 and before January 1, 2009, the Tax Relief Act also reduces
the top individual tax rate on adjusted net capital gains, also based on
individual income levels.
THE FOREGOING SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
GENERAL AND DOES NOT PURPORT TO COVER EVERY SITUATION, AND IT DOES NOT INCLUDE A
DISCUSSION OF STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPANTS IN THE PLAN.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE,
AND LOCAL INCOME TAX CONSEQUENCES REGARDING THEIR PARTICULAR CIRCUMSTANCES.
OTHER INFORMATION
25. WHAT HAPPENS IF THE CORPORATION DECLARES A STOCK DIVIDEND OR A STOCK
SPLIT?
The Corporation's Common Stock in a Participant's account will be adjusted
to give effect to the stock dividend or stock split. In such event, the number
of shares available for issuance under the Plan shall likewise be adjusted.
26. HOW WILL THE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT BE VOTED AT
A MEETING OF THE SHAREHOLDERS?
Each Participant will receive a proxy which will enable them to vote whole
shares and fractional interests registered in their name as well as whole shares
and fractional interests credited to their Plan account. Shares held by the Plan
administrator for the account of a Participant who does not promptly return a
proxy will not be voted.
27. WHAT ARE THE RESPONSIBILITIES AND LIABILITIES OF THE CORPORATION AND
THE PLAN ADMINISTRATOR?
The Corporation and the Plan Administrator shall not be liable for any act taken
in good faith omission to or for any good faith act, including, without
limitation, any claims of liability: (a) arising out of failure to terminate a
Participant's account upon their death; (b) with respect to the prices at which
shares of the Corporation's Common Stock are purchased or sold, the times when
or the manner in which such purchases or sales are made, the decision whether to
purchase such shares of the Corporation's Common Stock on the open market or
from the Corporation, fluctuations in the market value of the Common Stock; and
(c) any matters relating to the operation or management of the Plan.
All transactions in the connection with the Plan will be governed by the
laws of the Commonwealth of Pennsylvania.
28. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
Yes. The Board of Directors of the Corporation, at its discretion, may at
any time suspend, terminate, modify or amend the Plan and will endeavor to
notify the Participants of any such suspension, termination, modification or
amendment. The Corporation may terminate, for whatever reason at any time as it
may determine in its sole discretion, a Participant's participation in the Plan
after mailing a notice of intention to terminate to the Participant at the
address as it appears on the Plan's administrative records.
29. MAY A PARTICIPANT PLEDGE SHARES HELD IN THEIR ACCOUNT UNDER THE
PLAN?
No. Shares credited to a Participant's account under the Plan may not be
pledged or assigned, nor may any rights or interests under the Plan be
transferred, pledged or assigned, and any purported pledge, assignment or
transfer shall be void. A Participant who wishes to pledge or assign his/her
shares held under the Plan must withdraw those shares from the Plan.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of shares
that will ultimately be purchased from the Corporation under the Plan or the
prices which it will receive for such shares. When shares are purchased from the
Corporation, the net proceeds from such sales will be used for general corporate
purposes.
EXPERTS
The consolidated financial statements of the Corporation at December 31,
2004, and for the year then ended, included in the Annual Report (Form 10-K)
incorporated by reference herein have been audited by KPMG LLP, independent
registered public accounting firm, and at December 31, 2003, and for each of the
two years in the period ended December 31, 2003, by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their respective
reports included therein and incorporated by reference, and are incorporated by
reference in reliance upon such reports given on the authority of such firms as
experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required), and independent
registered public accounting firms' reports, which financial statements and
schedules will have been audited to the extent and for the periods set forth in
such reports by the firm or firms rendering such reports, and to the extent so
audited and consent to incorporation by reference is given, will be incorporated
herein by reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered
hereby, upon their issuance or sale, in accordance with the terms of the Plan,
shall be validly issued, fully paid and non-assessable has been rendered by
Shumaker Williams, P.C.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-Laws, provides
the Corporation's directors and officers with a broad range of limitation from
liability and indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving criminal statutes or
tax laws, directors are not personally liable for monetary damages for any
action or inaction taken unless the director has breached or failed to perform
his or her duties of office and such breach or failure constitutes self-dealing,
willful misconduct or recklessness. The Corporation's directors and officers are
entitled to be indemnified in connection with, or resulting from the defense of
any civil or criminal action which they are made parties or a party or are
otherwise involved by reason of being or having been a director or officer,
provided that the Corporation is not obligated to indemnify a director or
officer with respect to any matter as to which he shall be finally adjudged in
an action, suit or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
------------------------------
------------------------------
THIS PROSPECTUS DOES NOT CONTAIN ALL THE
INFORMATION SET FORTH IN THE REGISTRATION [GRAPHIC OMITTED]
STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN UNIVEST
OMITTED PURSUANT TO THE RULE AND REGULATIONS OF CORPORATION OF PENNSYLVANIA
THE SECURITIES AND EXCHANGE COMMISSION, AND TO
WHICH PORTIONS REFERENCE IS HEREBY MADE FOR
FURTHER INFORMATION WITH RESPECT TO THE DIVIDEND REINVESTMENT AND STOCK
CORPORATION AND THE SECURITIES OFFERED HEREBY. THE PURCHASE PLAN
REGISTRATION STATEMENT MAY BE INSPECTED WITHOUT
CHARGE BY ANYONE AT THE OFFICE OF THE COMMISSION,
100 F STREET, N.E., WASHINGTON, D.C. 20549, AND
COPIES OF ALL OR ANY PART OF IT MAY BE OBTAINED
FROM THE COMMISSION AT ITS PRINCIPAL OFFICE, 100 F
STREET, N.E., WASHINGTON, D.C. 20549, UPON PAYMENT
OF THE FEES PRESCRIBED BY IT.
TABLE OF CONTENTS 1,968,750 SHARES
Available Information.......................2 COMMON STOCK
Incorporation of Certain Documents by
Reference..........................2 ($5 PAR VALUE)
The Corporation.............................3
Risk Factors................................3 ----------
Description of Dividend Reinvestment PROSPECTUS
And Stock Purchase Plan............4 ----------
Use of Proceeds............................11
Experts....................................11
Legal Opinion..............................11
Indemnification of Directors and Officers..11
February 23, 2006
------------------------------
------------------------------
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Management estimates that the expenses payable by the company in
connection with the sale of securities registered on the Registration Statement
will be as follows:
Registration Fee $ 5,323.28
Legal Fees and Expenses $ 5,655.00
Printing and EDGAR Filing Expenses $ 1,233.00
Miscellaneous $ 0.00
TOTAL $ 12,211.28
The above amounts include the following expenses relating specifically
to this Post- effective Amendment No. 1:
Registration Fee $ N/A
Accounting Fees and Expenses $ 11,000.00*
Legal Fees and Expenses $ 5,000.00*
Printing and EDGAR Filing Expenses $ 2,500.00*
Miscellaneous $ 0.00
===========
TOTAL $ 18,500.00
* Estimated
Item 15. Indemnification of Directors and Officers.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (15 Pa. C.S. Sections 1741-1750) provides that a business
corporation has the power under certain circumstances to indemnify directors,
officers, employees and agents against certain expenses incurred by them in
connection with any threatened, pending or completed action, suit or proceeding.
We qualify the following discussion, in its entirety, by the full text of
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988,
as amended, is attached as Exhibit 99.1.
Section 1721 of the Pennsylvania Business Corporation Law of 1988, which
relates to the Board of Directors, declares that, unless otherwise provided by
statute or in a bylaw adopted by the shareholders, all powers enumerated in
section 1502, which relates to general powers, and elsewhere in the corporation
law or otherwise vested by law in a business corporation must be exercised by or
under the authority of, and the business and affairs of every business
corporation shall be managed under the direction of, a board of directors. If a
provision is made in the by- laws, the powers and duties conferred or imposed
upon the board of directors under the corporation law are exercised or performed
to the extent and by a person or persons as provided in the by-laws.
Section 1712 provides that a director of a business corporation stands in
a fiduciary relation to the corporation and must perform his duties as a
director, including his duties as a member of any committee of the board, in
good faith, in a manner he reasonably believes to be in the best interests of
the corporation and with the care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director is entitled to rely in good
faith on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by any
of the following:
o one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented;
o counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert
competence of such person; or
o a committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.
A director is not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1716 states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors of a business corporation may, in considering the best interests of
the corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in which offices
or other establishments of the corporation are located, and all other pertinent
factors. The consideration of those factors does not constitute a violation of
the preceding paragraph. In addition, absent breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any failure to take
any action are presumed to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a bylaw adopted by the shareholders so provides, a director
is not personally liable, as such, for monetary damages for any action taken, or
any failure to take any action, unless:
o the director has breached or failed to perform the duties of his
office under this section; and
o the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The provisions discussed above shall not apply to:
o the responsibility or liability of a director pursuant to any
criminal statute; or
o the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Section 1714 states that a director of a business corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken on which the director is
generally competent to act, is presumed to have assented to the action taken
unless his dissent is entered in the minutes of the meeting or unless he files
his written dissent to the action with the secretary of the meeting before the
adjournment of the meeting or transmits the dissent in writing to the secretary
of the corporation immediately after the adjournment of the meeting. The right
to dissent does not apply to a director who voted in favor of the action.
Nothing in Section 1714 bars a director from asserting that minutes of the
meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of
the minutes, he notifies the secretary, in writing, of the asserted omission or
inaccuracy.
Section 1741 which relates to third party actions, provides that unless
otherwise restricted in its by-laws, a business corporation has the power to
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that the person is or was a
representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner that he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was not unlawful.
Section 1742, which relates to derivative actions, provides that unless
otherwise restricted in its by-laws, a business corporation has the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation, or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, actually
and reasonably incurred by the person in connection with the defense or
settlement of the action if the person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which the person has been adjudged to be liable
to the corporation unless, and only to the extent that, the court of common
pleas of the judicial district embracing the county in which the registered
office of the corporation is located or the court in which the action was
brought determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which the court of common
pleas or such other court shall deem proper.
Section 1743, which relates to mandatory indemnification, provides for
mandatory indemnification of directors and officers to the extent that a
representative of the business corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in Sections 1741
(relating to third party actions) or 1742 (relating to derivative actions), or
in defense of any claim, issue or matter therein, the person is indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
Section 1744, which relates to procedure for effecting indemnification,
provides the procedure for effecting indemnification. Under this section unless
ordered by a court, any indemnification under Section 1741 (relating to third
party actions) or 1742 (relating to derivative actions) is made by the business
corporation only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances because the
person has met the applicable standard of conduct set forth in those sections.
The determination shall be made:
o by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to the action or proceeding;
o if a quorum is not obtainable, or, if obtainable and a majority vote
of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
o by the shareholders.
Section 1745, which relates to advancing expenses, provides that expenses,
including attorneys' fees, incurred in defending any action or proceeding
referred to above may be paid by the business corporation in advance of the
final disposition of the action or proceeding upon receipt of an undertaking by
or on behalf of the representative to repay such amount if it is ultimately
determined that the person is not entitled to be indemnified by the corporation
as authorized by Pennsylvania law or otherwise.
Section 1746, which relates to supplementary coverage, provides that the
indemnification and advancement of expenses provided by or granted pursuant to
the other sections of Pennsylvania law are not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 1746 also provides that indemnification referred to above is not
be made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. This indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1747, which relates to the power to purchase insurance, provides
that unless otherwise restricted in its by-laws, a business corporation has the
power to purchase and maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in that capacity,
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against that liability under the provisions of the
corporation law. This insurance is declared to be consistent with the public
policy of the Commonwealth of Pennsylvania.
Section 1748, which relates to application to surviving or new
corporations, provides that for the purposes of Pennsylvania law, references to
"the corporation" include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or new corporations
surviving or resulting therefrom, so that any person who is or was a
representative of the constituent, surviving or new corporation, or is or was
serving at the request of the constituent, surviving or new corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of Pennsylvania law with respect
to the surviving or new corporation as he would if he had served the surviving
or new corporation in the same capacity.
Section 1749, which applies to employee benefit plans, states that for the
purposes of Pennsylvania law:
o references to "other enterprises" shall include employee benefit
plans and references to "serving at the request of the corporation"
shall include any service as a representative of the business
corporation that imposes duties on, or involves services by, the
representative with respect to an employee benefit plan, its
participants or beneficiaries;
o excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be deemed "fines"; and
o action with respect to an employee benefit plan taken or omitted in
good faith by a representative of the corporation in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be action in a manner
that is not opposed to the best interests of the corporation.
Section 1750, which relates to duration and extent of coverage, declares
that the indemnification and advancement of expenses provided by, or granted
pursuant to Pennsylvania law, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and inure to the benefit of the heirs and personal representative of
that person.
Article 23 of the company's By-laws provides for indemnification to the
full extent authorized by Pennsylvania law.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer of controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the manner
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
Item 16. Exhibits
The following exhibits are included in this Registration Statement:
Exhibit Number
--------------
4.1 Registrant's Dividend Reinvestment Plan (Included in the Prospectus).
5.1 Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania, Special
Counsel to Registrant as to legality of the shares of Registrant's common
stock.
23.1 Opinion of Shumaker Williams, P.C. (Included in Exhibit 5.1).
23.2 Consent of KPMG, LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Ernst & Young, LLP, Independent Registered Public Accounting
Firm
24 Power of Attorney given by the Officers and Directors of the Registrant
(Included on Signature Page).
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to the information in the registration
statement.
Provided, however, that paragraphs (a) and (b) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the SEC pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of those securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of those securities at that time shall
be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing this Post-Effective Amendment No. 1 to Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Souderton, Commonwealth of Pennsylvania on February 23,
2006.
UNIVEST CORPORATION OF PENNSYLVANIA
By: /s/ William S. Aichele
-----------------------------------------------
William S. Aichele
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William S. Aichele and Wallace H. Bieler, and
each of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
the attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that the attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ William S. Aichele Chairman, President and Chief Executive February 23, 2006
------------------------------------ Officer (Principal Executive Officer)
William S. Aichele
/s/ Wallace H. Bieler Senior Executive Vice President, Chief February 23, 2006
------------------------------------ Operation Officer and Chief Financial
Wallace H. Bieler Officer
/s/ Marvin A. Anders Director February 23, 2006
------------------------------------
Marvin A. Anders
/s/ James L. Bergey Director February 23, 2006
------------------------------------
James L. Bergey
/s/ R. Lee Delp Director February 23, 2006
------------------------------------
R. Lee Delp
/s/ Charles H. Hoehflich Director February 23, 2006
------------------------------------
Charles H. Hoehflich
/s/ Norman L. Keller Director February 23, 2006
------------------------------------
Norman L. Keller
/s/ Thomas K. Leidy Director February 23, 2006
------------------------------------
Thomas K. Leidy
/s/ H. Ray Mininger Director
------------------------------------ February 23, 2006
H. Ray Mininger
/s/ Merrill S. Moyer Director February 23, 2006
------------------------------------
Merrill S. Moyer
/s/ P. Gregory Shelly Director February 23, 2006
------------------------------------
P. Gregory Shelly
/s/ John U. Young Director February 23, 2006
------------------------------------
John U. Young
INDEX TO EXHIBITS
Exhibit Number
--------------
4.1 Registrant's Dividend Reinvestment Plan (Included in the Prospectus).
5.1 Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania, Special
Counsel to Registrant as to legality of the shares of Registrant's common
stock.
23.1 Opinion of Shumaker Williams, P.C. (Included in Exhibit 5.1).
23.2 Consent of KPMG, LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Ernst & Young, LLP, Independent Registered Public Accounting
Firm.
24 Power of Attorney given by the Officers and Directors of the Registrant
(Included on Signature Page).