0000946275-17-000068.txt : 20170809 0000946275-17-000068.hdr.sgml : 20170809 20170809084906 ACCESSION NUMBER: 0000946275-17-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170808 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170809 DATE AS OF CHANGE: 20170809 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: 171016559 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_080817-0160.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)
August 8, 2017
    

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)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


NORWOOD FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT


Section 8--Other Events

Item 8.01.     Other Events.

On August 8, 2017, the Registrant's Board of Directors declared a 50% stock dividend on its common stock, $.10 par value per share (the "Common Stock"), payable on September 15, 2017, to shareholders of record as of August 22, 2017.  Cash will be paid in lieu of fractional shares based on the closing price of the Common Stock on the record date.

For further details, reference is made to the Press Release dated August 9, 2017, which is furnished as Exhibit 99.1 hereto and incorporated herein by this reference.

Section 9--Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits.

(d)  Exhibits.  The following exhibits are furnished herewith.
 
            Exhibit 99.1 -- Press Release, dated August 9, 2017


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, thereunto duly authorized.


   
NORWOOD FINANCIAL CORP.
     
     
     
Date: August 9, 2017
  
By:
 /s/ Lewis J. Critelli 
       
Lewis J. Critelli
       
President and Chief Executive Officer
       
(Duly Authorized Representative)







EX-99 2 ex99-1.htm


FOR IMMEDIATE RELEASE
August 9, 2017


NORWOOD FINANCIAL CORP. ANNOUNCES 50% STOCK DIVIDEND

Honesdale, Pennsylvania-August 9, 2017.  Norwood Financial Corp. (the "Company") (Nasdaq Global Market: "NWFL"), the holding company for Wayne Bank, today announced that the Company's Board of Directors had declared a 50% stock dividend on its outstanding Common Stock.  As a result of the dividend, stockholders will own three shares for each two shares they currently own.  Cash will be paid in lieu of fractional shares based on the closing price of the Common Stock on the record date.  The stock dividend is payable on September 15, 2017, to stockholders of record as of August 22, 2017.

Lewis J. Critelli, President of the Company, stated that the Board of Directors "was pleased to declare this dividend as another method to deliver shareholder value and enhance the liquidity of our stock.  As a result of the Board's action today, the outstanding shares of the Company's common stock will increase by approximately 2,080,679 shares, from 4,161,357 shares outstanding to 6,242,036 shares outstanding."

Norwood Financial Corp., through its subsidiary Wayne Bank, operates fourteen banking offices in Wayne, Pike, Monroe and Lackawanna Counties, Pennsylvania and twelve banking offices in Sullivan and Delaware Counties, New York. The Company's stock is traded on the Nasdaq Global Market under the symbol "NWFL".

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements.  When used in this discussion, the words believes, anticipates, contemplates, expects and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected.  Those risks and uncertainties include changes in federal and state laws, changes in interest rates, risks associated with the acquisition of Delaware Bancshares, Inc., the ability to control costs and expenses, demand for real estate and general economic conditions.  The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.