As filed
with the Securities and Exchange Commission on April 17, 2009
Registration
No. 33-57790
=======================================================================
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
HARLEYSVILLE
NATIONAL CORPORATION
---------------------------------
(Exact
name of Registrant as specified in its charter)
Pennsylvania 23-2210237
------------
---------
(State or
other jurisdiction
of (I.R.S.
Employer
incorporation
or
organization
Identification No.)
483 Main
Street
Harleysville,
PA 19438
(215)
256-8851
(Address,
including zip code, and telephone number, including area code, of
registrant's
principal
executive offices)
Paul D.
Geraghty
President
and Chief Executive Officer
Harleysville
National Corporation
483 Main
Street
Harleysville,
PA 19438
(215)
256-8851
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
With a
Copy to:
G. Philip
Rutledge, Esquire
Nicholas
Bybel, Jr., Esquire
BYBEL
RUTLEDGE LLP
1017
Mumma Road, Suite 302
Lemoyne,
PA 17043
(717)
731-1700
Approximate
date of commencement of the proposed sale of the securities to the public:
Harleysville National Corporation is hereby amending this registration statement
to deregister 538,833 shares of its common stock, $1.00 par value per
share.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, 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, 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 [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)
Large
accelerated filer [ ]
Accelerated
filer [X ]
Non-accelerated
filer (do not check if a smaller reporting company) [ ]
Smaller
reporting company [ ]
DEREGISTRATION OF
SECURITIES
The
Registrant is filing this Post-Effective Amendment No. 3 to Registration
Statement on Form S-3 (File No. 33-57790), solely to deregister 538,833 shares
of its common stock, $1.00 par value per share, which remain unsold at the
termination of the offering.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Harleysville, Pennsylvania on April
17, 2009.
Harleysville National
Corporation
By:
/s/
Paul D. Geraghty
Paul D.
Geraghty
President and Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Paul D. Geraghty or George S. Rapp, 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 such
attorney-in-fact and agent 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 said 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 registration statement
has been signed by the following persons in the capacities indicated on April
17, 2009.
Name
Capacity
/s/
Paul D.
Geraghty
President,
Chief Executive Officer and
Paul D.
Geraghty and
Director (Principal Executive Officer)
/s/
George S.
Rapp
Chief
Financial Officer and Treasurer
George S.
Rapp (Principal
Financial and Accounting Officer)
/s/
Walter E. Daller,
Jr.
Chairman
and Director
Walter E.
Daller, Jr.
/s/
Lee Ann
Bergey
Director
LeeAnn
Bergey
/s/
Michael L.
Browne
Director
Michael
L. Browne
/s/
John J. Cunningham,
III
Director
John J.
Cunningham, III
/s/
Harold A.
Herr
Director
Harold A.
Herr
/s/
Thomas C. Leamer,
Ph.D.
Director
Thomas C.
Leamer, Ph.D.
/s/
James E.
McErlane
Director
James E.
McErlane
/s/
A. Ross
Myers
Director
A. Ross
Myers
/s/
Stephanie S.
Mitchell
Director
Stephanie
S. Mitchell
/s/
Brent L. Peters
Executive
Vice President and Director
Brent L.
Peters
/s/
Demetra M.
Takes
Executive
Vice President and Director
Demetra
M. Takes
/s/
James A.
Wimmer
Director
James A.
Wimmer
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