-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qvzd5hWZbOgz1f+AhL7jvd5SP/2FKfh9aGbExawUuZhXUSZUhKNMcY1tk1de2Pcr 02ZKRTjRQ8bsxFOW8UTZtQ== 0000946275-07-000363.txt : 20070427 0000946275-07-000363.hdr.sgml : 20070427 20070427111237 ACCESSION NUMBER: 0000946275-07-000363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070427 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD FINANCIAL CORP CENTRAL INDEX KEY: 0001013272 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232828306 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28364 FILM NUMBER: 07793989 BUSINESS ADDRESS: STREET 1: 717 MAIN ST STREET 2: PO BOX 269 CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172531455 8-K 1 f8k_042707-0160.txt FORM ================================================================================ 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 24, 2007 -------------- Norwood Financial Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-28364 23-2828306 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) 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 5.02. Departure of Directors or Certain Officers; Election of Directors; - -------------------------------------------------------------------------------- Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - -------------------------------------------------------------------------------- On April 27, 2007, the Registrant announced that Director and Chairman Russell L. Ridd had stepped down from the Board after, as previously announced, choosing not to stand for re-election at the 2007 Annual Meeting of Stockholders held April 24, 2007. Mr. Ridd was subsequently appointed Director Emeritus. The Registrant also announced that Director John E. Marshall had been named Chairman of the Board and Lewis J. Critelli, Executive Vice President and Chief Financial Officer was appointed Secretary of the Registrant. For additional information, reference is made to the Registrant's press release, dated April 27, 2007, which is filed as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits - --------------------------------------------- (c) The following exhibits are filed with this report. Number Description ------ ----------- 99.1 Press Release, dated April 27, 2007 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 27, 2007 By: /s/William W. Davis, Jr. ------------------------------------- William W. Davis, Jr. President and Chief Executive Officer (Duly Authorized Representative) EX-99 2 ex99-1.txt PRESS RELEASE NORWOOD FINANCIAL CORP ---------------------- NAMES JOHN E. MARSHALL ---------------------- CHAIRMAN OF THE BOARD --------------------- Honesdale, PA - April 27, 2007 William W. Davis, Jr., President and Chief Executive Officer announced that at the Annual Reorganizational Meeting, Norwood Financial Corp (NWFL) has named John E. Marshall Chairman of the Board of Directors of Norwood Financial Corp and its subsidiary Wayne Bank. Mr. Marshall has served as a Director since 1983. He is President of Marshall Machinery, Inc., a local compact tractor and light industrial dealer. He is also very active with various agricultural organizations. Also at the Reorganizational Meeting, Lewis J. Critelli, Executive Vice President and Chief Financial Officer was appointed Secretary of Norwood Financial Corp and Wayne Bank. Mr. Marshall succeeds long-standing Chairman, Russell L. Ridd. Mr. Ridd had a 44 year career at the Bank. He joined the Bank in 1963, was appointed President and Director in 1980, and Chairman in 1993. During Mr. Ridd's career, the Bank grew from $10 million in assets to $461 million, with 12 locations serving Wayne, Pike and Monroe Counties. The Board also passed a resolution designating Mr. Ridd Director Emeritus of Norwood Financial Corp and Wayne Bank. The Company's stock is traded on the Nasdaq Global Market, under the symbol "NWFL". Contact: Linda Moran Vice President - Marketing Wayne Bank 570-253-1455 -----END PRIVACY-ENHANCED MESSAGE-----