8-K

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):

December 21, 2012

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	001-34292	23-2530374
(State or other jurisdiction of incorporation)	(SEC File Number)	(IRS Employer Identification No.)

77 East King Street, P.O. Box 250, Shippensburg, Pennsylvania	17257
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 532-6114

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

ORRSTOWN FINANCIAL SERVICES, INC.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 7 – Regulation FD

Item 7.01                      Regulation FD Disclosure.

On December 21, 2012, Orrstown Financial Services, Inc. issued a press release to announce today a plan to drive improved operational efficiency through cost savings initiatives and investments in revenue generating lines of business.  A copy of the press release is furnished with this Form 8-K as Exhibit 99, and is incorporated herein in its entirety by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.                                                      Description

99                                           Press Release dated December 21, 2012

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.
	ORRSTOWN FINANCIAL SERVICES, INC.
Date:                      December 21, 2012	By:	/s/ Thomas R. Quinn, Jr.
		Thomas R. Quinn, Jr. President and Chief Executive Officer (Duly Authorized Representative)

EX-99

FOR IMMEDIATE RELEASE

CONTACT:

Thomas R. Quinn, Jr.

President & Chief Executive Officer

77 East King St.

Shippensburg, PA  17257

717.530.2602

Orrstown Financial Services, Inc.  Announces Strategic Earnings Initiatives

Shippensburg, PA (December 21, 2012) (ORRF): Orrstown Financial Services, Inc. (the “Company”), parent company of Orrstown Bank, announced today a plan to drive improved operational efficiency through cost savings initiatives and investments in revenue generating lines of business.  The Board of Directors has authorized Management’s $5 million two-year plan to reduce costs and increase revenues. The Board of Directors is leading this initiative by taking an immediate reduction of 25% in Directors’ fees in 2013.

Vital components of the plan include:

·   Immediate targeted expense savings from a reduction in 3rd party consultant fees, legal fees and other costs related to loan workouts, and a comprehensive review of all vendor and third party expenses;

·   Implementation of multiple Six Sigma based initiatives designed to improve productivity, reduce operational risk, and lower costs; and

·   Investments in key business lines designed to drive revenue growth.

Thomas R. Quinn, Jr., President and CEO, stated, “The loan sale and material improvement in asset quality announced yesterday was a significant step in improving operating results and driving shareholder value. Our Board of Directors and Senior Management team have significant experience in running efficient companies and the successful implementation of comprehensive efficiency initiatives of this scope.  With this plan we are targeting an efficiency ratio between 58%-62% over the next 36 months. ‘Operation Bottom Line’ is just one element of our strategic plan as we position the Company to return to historical levels of performance and work to meet the expectations of our shareholders, customers and the local communities we serve.”

With approximately $1.3 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through twenty-one banking offices and two remote service facilities located in Cumberland, Franklin and Perry Counties, Pennsylvania and Washington County, Maryland.  Orrstown Financial Services, Inc.’s stock is traded on the NASDAQ Capital Market under the symbol ORRF.

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Cautionary Note Regarding Forward Looking Statements

Certain statements made herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, including statements related to revenue growth and enhancements, cost reductions, productivity, levels of performance, efficiency ratios and statements about meeting the future needs of our customers, shareholders and the communities we serve.  Actual results and trends could differ materially from those set forth in such statements and there can be no assurances that we will grow our revenues, reduce costs, be more efficient, improve productivity, return to historical levels of performance or meet the future needs of our customers, shareholders and the communities we serve.  Factors that could cause actual results to differ from those expressed or implied by the forward looking statements include, but are not limited to, the following: ineffectiveness of the Company’s business strategy due to changes in current or future market conditions; the effects of competition, including industry consolidation and development of competing financial products and services; changes in laws and regulations, including the recent Dodd-Frank Wall Street Reform and Consumer Protection Act; interest rate movements; changes in credit quality; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Orrstown Financial Services, Inc.’s Form 10-K for the fiscal year ended December 31, 2011 and Form 10-Qs for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, and other filings made with the Securities and Exchange Commission.  The statements are made only as of the date hereof and Orrstown Financial Services, Inc. disclaims any obligation to update any forward looking statements.

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