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~~July 141, 2016

FOX CHASE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or other jurisdiction of

incorporation or organization)

000-54025

(Commission

File Number)

35-2379633

(IRS Employer

Identification No.)

4390 Davisville Road, Hatboro, Pennsylvania 19040

(Address of principal executive offices) (Zip Code)

(215) ~~283~~682-~~2900~~7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[Introductory ~~] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Note

[This ]Current ~~Pre~~Report on Form 8-~~commencement~~K ~~communications~~is ~~pursuant~~being tofiled ~~Rule~~in ~~14d-2~~connection with the closing on July 1, 2016 (bthe “Closing Date”) ~~under~~of the ~~Exchange~~transactions ~~Act~~contemplated by the Agreement and Plan of Merger, dated as of December 8, 2015 (17the ~~CFR~~“Merger ~~240~~Agreement”), by and between Univest Corporation of Pennsylvania, a Pennsylvania corporation (“Univest”), and Fox Chase Bancorp, Inc.~~14d-2~~, a Maryland corporation (b“Fox Chase”), with the merger of Fox Chase with and into Univest, with Univest as the surviving entity, being effective as of 12:01 a.m. on July 1, 2016 (the “Effective Time”).

[Item ]2.01 Completion ~~Pre-commencement~~of ~~communications~~Acquisition ~~pursuant~~or toDisposition ~~Rule~~of ~~13e-4(c) under the Exchange Act (17 CFR 240~~Assets.~~13e-4(c))~~

~~Item~~On ~~5.07 Submission~~July of1, ~~Matters~~2016, pursuant to the Merger Agreement, Fox Chase was merged into Univest, with Univest as the surviving entity (the “Merger”). Immediately following the Merger, Fox Chase Savings Bank, a ~~Vote~~Pennsylvania ofchartered ~~Security~~savings ~~Holders~~bank that was wholly owned by Fox Chase, was merged into Univest Bank and Trust Co. (“Univest Bank”), a Pennsylvania state-chartered bank and trust company wholly owned by Univest, with Univest Bank as the surviving entity.

AUnder ~~Special~~the ~~Meeting~~terms of ~~Stockholders~~the ofMerger Agreement, Fox Chase ~~Bancorp,~~stockholders ~~Inc.~~were (entitled to elect the ~~“Company”)~~form ~~was~~of ~~held~~merger onconsideration ~~June~~to ~~14,~~be ~~2016. The~~received ~~matters~~in ~~listed~~the ~~below~~transaction. Each ~~were~~stockholder who submitted to a ~~vote~~completed Letter of ~~the~~Election ~~stockholders~~and ~~through~~Transmittal prior to the ~~solicitation~~election deadline of ~~proxies~~June 24, ~~and~~2016 had the ~~proposals~~ability ~~are~~to ~~described~~elect into ~~detail~~receive infor ~~the~~each ~~proxy~~share ~~statement/prospectus~~of ~~filed~~Fox ~~with~~Chase ~~the~~common ~~Securities~~stock ~~and~~either ~~Exchange~~(a) ~~Commission~~0.9731 byshares of Univest ~~Corporation~~common ofstock ~~Pennsylvania~~or (~~“Univest”~~b) on$21.00 ~~May~~in ~~9, 2016~~cash. ~~The~~However, ~~final~~all ~~results~~elections were subject to certain allocation procedures set forth in the Merger Agreement to ensure that 60% of the ~~stockholder~~outstanding ~~votes~~shares ~~are~~of asFox ~~follows:~~Chase received shares of Univest common stock and 40% of the outstanding shares of Fox Chase received cash.

~~Proposal~~Based 1on –11,769,390 ~~Approval~~shares of Fox Chase common stock outstanding immediately prior to the ~~Merger~~effective ~~Agreement~~time ~~and~~of the Merger, ~~with~~the ~~Univest~~election results are as follows:

~~The~~• ~~stockholders~~holders ~~approved~~of ~~and~~approximately ~~adopted~~2,030,990 ~~the~~shares ~~Agreement~~of ~~and~~Fox ~~Plan~~Chase common stock (approximately 17.3% of ~~Merger~~outstanding ~~between~~shares) ~~Univest~~validly ~~and~~elected to receive the ~~Company,~~stock ~~dated~~consideration; as• holders of ~~December~~approximately 8, ~~2015~~688,697 ~~pursuant~~shares of Fox Chase common stock (approximately 73.8% of outstanding shares) validly elected to ~~which~~receive the ~~Company~~cash ~~will~~consideration; ~~merge~~and ~~with~~• ~~and~~holders ~~into~~of ~~Univest~~approximately 1,049,703 asshares ~~well~~of asFox ~~the~~Chase ~~merger,~~common asstock ~~follows:~~(approximately 8.9% of outstanding shares) did not make a valid election.

For	9,571,705
Against	199,371
Abstain	63,979

The election results are preliminary and may change based on the final accounting being performed by the exchange agent.

~~Proposal~~Applying 2the –allocation ~~Approval~~and ofproration ~~non-binding,~~procedures ~~advisory~~specified ~~resolution~~in tothe ~~approve~~Merger ~~certain~~Agreement ~~compensation payable~~ to ~~Company~~these ~~named~~election ~~executive officers in connection with the merger~~results:

~~The~~• ~~stockholders~~Fox ~~approved~~Chase ashareholders ~~non-binding,~~who ~~advisory~~made ~~proposal~~a valid election to ~~approve~~receive the ~~compensation~~stock ~~payable~~consideration for their shares of Univest common stock will receive only the stock consideration; • Fox Chase shareholders who made a valid election to receive the ~~named~~cash ~~executive~~consideration ~~officers~~for their shares of Fox Chase common stock will receive a combination of cash and Univest common stock. For such shareholders, approximately 54.2% percent of their Fox Chase shares will convert into the ~~Company~~cash inconsideration ~~connection~~and ~~with~~approximately 45.8% of their Fox Chase shares will convert into the ~~merger,~~stock asconsideration; ~~follows:~~and • Fox Chase shareholders who did not make a valid election will receive only the stock consideration for their Fox Chase shares.

For	7,859,032
Against	1,885,132
Abstain	90,891

Fox Chase shareholders who did not make a valid election will receive a letter of transmittal to surrender their Fox Chase stock certificates, if applicable, in exchange for the merger consideration each shareholder is entitled to receive. Fox Chase shareholders with questions regarding their individual election results should contact the exchange agent for the transaction, Broadridge Corporate Issuer Solutions, at (855) 793-5068 (toll-free).

~~Proposal~~No 3fractional –shares ~~Approval~~of Univest common stock were issued in the merger and any fractional share of ~~Adjournment~~Univest common stock will be paid at the rate of ~~Special~~$21.02 ~~Meeting~~per share, which was the closing price for a share of Univest common stock as reported on Nasdaq for the trading day immediately preceding the closing date.

~~The~~At ~~stockholders~~the ~~approved~~Effective ~~the~~Time, ~~adjournment~~each ofoption to purchase Fox Chase common stock issued by Fox Chase was canceled and the ~~special~~holder ~~meeting,~~thereof ifreceived ~~necessary,~~a cash payment equal to ~~solicit~~$20.31 ~~additional~~minus ~~proxies~~the ifoption ~~there~~exercise ~~were~~price, ~~not~~multiplied ~~sufficient~~by ~~votes~~the ~~present~~number of options held. Additionally, at the ~~special~~Effective ~~meeting~~Time, ineach ~~person~~restricted orstock byaward ~~proxy~~issued tothat ~~approve~~was ~~and~~outstanding ~~adopt~~vested ~~the~~in ~~Agreement~~full and ~~Plan~~such ofshares ~~Merger~~were ~~and~~converted into the ~~merger,~~right asto ~~follows:~~receive the merger consideration.

For	9,126,864
Against	622,813
Abstain	85,378

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 of Fox Chase’s Current Report on Form 8-K filed on December 11, 2015 and is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Merger, Fox Chase no longer fulfills the listing requirements of the NASDAQ Stock Market (“NASDAQ”). On June 30, 2016, Fox Chase notified NASDAQ that trading in Fox Chase common stock should be suspended and the listing of Fox Chase common stock should be removed, in each case prior to market open on July 1, 2016. NASDAQ has filed a notification of removal from listing of Fox Chase common stock on Form 25 with the Securities and Exchange Commission. Univest, as successor to Fox Chase, intends to file a Form 15 with respect to the Fox Chase common stock requesting the deregistration of the Fox Chase common stock under Section 12 of the Securities Exchange Act of 1934 and the suspension of Fox Chase’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Item 3.03

Material Modification to the Rights of Security Holders.

The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information set forth under Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, Fox Chase’s directors and executive officers ceased serving in such capacities. At the Effective Time, Thomas M. Petro, the former Director, President and Chief Executive Officer of Fox Chase, Todd S. Benning, a former Director of Fox Chase, and Roger H. Ballou, the former Chairman of Fox Chase, were appointed as directors of Univest. Additionally, effective upon the consummation of the Merger, Roger S. Deacon was appointed Senior Executive Vice President and Chief Financial Officer for Univest and Univest Bank.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

(a)	No financial statements of businesses acquired are required.
(b)	No pro forma financial information is required.
(c)	Not applicable.
(d)	Exhibits

	Exhibit No.	Description

	2.1	Agreement and Plan of Merger, dated as of December 8, 2015, by and between Univest Corporation of Pennsylvania and Fox Chase Bancorp, Inc. (filed as Exhibit 2.1 to Fox Chase’s Current Report on Form 8-K filed on December 11, 2015 and incorporated herein by reference).

Number 99.1 Description Press Release dated June 14, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 15, 2016	By:	/s/ Roger S. Deacon
		UNIVEST CORPORATION OF PENNSYLVANIA, AS SUCCESSOR TO FOX CHASE BANCORP, INC.
		Roger S. Deacon
DATE: July 1, 2016	By:	/s/ Roger S. Deacon
		Executive Vice President and Chief Financial Officer
		Roger S. Deacon
		Senior Executive Vice President and Chief Financial Officer

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