0000946275-16-000300.txt : 20160706 0000946275-16-000300.hdr.sgml : 20160706 20160706163222 ACCESSION NUMBER: 0000946275-16-000300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160706 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160706 DATE AS OF CHANGE: 20160706 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: 161754107 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_070616-0160.htm FORM 8-K 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)
July 6, 2016
 


Norwood Financial Corp.
(Exact name of registrant as specified in its charter)


Pennsylvania
0-28364
23-2828306
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
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 THE REPORT


Item 8.01. Other Events

On July 6, 2016, Norwood Financial Corp. ("Norwood") issued a press release announcing the results of elections made by the shareholders of Delaware Bancshares, Inc. ("Delaware") as to the form of consideration to be received in the pending acquisition of Delaware by Norwood and the anticipated closing date for the acquisition.

A copy of the press release is being filed herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits:

99.1 Press Release, dated July 6, 2016





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: July 6, 2016
 
 
 
 
By:
/s/ William S. Lance
     
William S. Lance
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)




EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE


NEWS RELEASE

Norwood Financial Corp. Announces
Results of Elections Regarding Merger Consideration
and Anticipated Closing Date for Acquisition of
Delaware Bancshares, Inc.

HONESDALE, PA.  July 6, 2016.  Norwood Financial Corp. (Nasdaq Global Market: NWFL) today announced the results of elections made by the shareholders of Delaware Bancshares, Inc. (OTCPK: DBAI) as to the form of merger consideration to be received in the pending merger of Delaware Bancshares with and into Norwood Financial.  Norwood also announced that it anticipates completing the merger on or about July 31, 2016.  The proposed merger has received all required regulatory approvals and has been approved by the shareholders of Delaware Bancshares.  It remains subject to the satisfaction of other customary closing conditions.
 
Of the 925,499 shares of Delaware Bancshares common stock outstanding, 524,536 shares, or 56.7% of shares outstanding, elected to receive Norwood Financial common stock; 138,202 shares, or 14.9%, elected to receive cash; and 262,761 shares, or 28.4%, submitted elections expressing no preference as to the form of merger consideration to be received or did not make a valid election.

Based on the information above, Delaware Bancshares shareholders who made valid elections to receive the cash consideration will receive the cash consideration for 100% of their shares subject to such election and Delaware Bancshares shareholders who made valid elections to receive the stock consideration will receive stock consideration for 100% of their shares subject to such election.  Delaware Bancshares shareholders who expressed no preference as to the form of merger consideration to be received or did not make a valid election will receive cash consideration for approximately 35.5% of their shares and stock consideration for approximately 64.5% of their shares.  Cash will be paid in lieu of fractional shares of Norwood Financial common stock based on the average closing sale price of Norwood Financial common stock for the twenty consecutive trading days ending on the day immediately prior to the closing date.

Forward Looking Statements
 
This news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of Norwood Financial and Delaware Bancshares. These statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Norwood Financial and Delaware Bancshares, increased
 
 

competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Norwood Financial and Delaware Bancshares are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that Norwood Financial files with the Securities and Exchange Commission.

Additional Information About the Merger and Where to Find It

In connection with Norwood Financial's proposed acquisition of Delaware Bancshares, Norwood Financial has filed a registration statement on Form S-4 with the SEC containing a proxy statement/prospectus dated May 6, 2016, which has been mailed to Delaware Bancshares shareholders.  Investors are urged to read these materials, and any other documents filed by Norwood Financial with the SEC, because they contain or will contain important information about Norwood Financial and the merger. The proxy statement/prospectus and other relevant materials, and any other documents filed by Norwood Financial with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov.
 
###
 
Contact: Norwood Financial, Inc. William S. Lance, Chief Financial Officer, (570) 253-1455.