8-K 1 f8k_042506-0160.txt FORM 8-K 4-25-06 NORWOOD FINANCIAL CORP. ================================================================================ 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) APRIL 25, 2006 -------------- NORWOOD FINANCIAL CORP. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 0-28364 23-2828306 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 717 MAIN STREET, HONESDALE, PENNSYLVANIA 18431 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (570) 253-1455 -------------- 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 (see General Instruction A.2. below) [ ] 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)). ================================================================================ NORWOOD FINANCIAL CORP. INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ------------------------------------------------------ On April 25, 2006, the Norwood Financial Corp. 2006 Stock Option Plan (the "Option Plan") was approved by the Registrant's stockholders at the 2006 Annual Meeting. Pursuant to the Option Plan, options (which may be incentive or non-incentive options) to acquire up to 250,000 shares may be granted to directors, officers and employees. For additional information on the terms of the Option Plan, reference is made to the Option Plan filed as Exhibit 10.1 hereto and incorporated by reference herein. Effective on stockholder approval, options were awarded to the following directors and executive officers of the Registrant in the amounts indicated below.
NUMBER OF NAME AND POSITION OPTIONS GRANTED ----------------- --------------- William M. Davis, Jr., President and Chief Executive Officer 4,000 Lewis J. Critelli, Executive Vice President and Chief Financial Officer 3,000 Edward C. Kasper, Senior Vice President 2,000 Joseph A. Kneller, Senior Vice President 1,500 John H. Sanders, Senior Vice President 1,500 John E. Marshall, Director 500 Russell L. Ridd, Director 500 Richard L. Snyder, Director 500 Ralph A. Matergia, Director 500 Daniel J. O'Neill, Director 500 Dr. Kenneth A. Phillips, Director 500 Gary P. Rickard, Director 500
All options were granted at an exercise price of $31.90 per share and will become 100% vested and exercisable on the one-year anniversary of the date of grant. All awards will become immediately 100% vested upon Death or Disability of the Optionee or Change in Control of the Company or the Bank (as defined in the Option Plan). Awards shall continue to vest during periods of service as an employee, director, or director emeritus. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------------------- (c) Exhibits: Exhibit 10.1 Norwood Financial Corp. 2006 Stock Option Plan Exhibit 10.2 Form of Incentive Stock Option Agreement Exhibit 10.3 Form of Non-Incentive Stock Option Agreement SIGNATURES 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 hereunto duly authorized. NORWOOD FINANCIAL CORP. Date: April 25, 2006 By: /s/ William W. Davis, Jr. ---------------------------------------- William W. Davis, Jr. President and Chief Executive Officer (Duly Authorized Representative)