8-K

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): May 1, 2006 (May 1, 2006)

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA

(State or other jurisdiction of incorporation)

033-18888	23-2530374
(Commission file number)	(IRS employer ID)

77 East King Street, Shippensburg, Pennsylvania	17257
(Address of principal executive office)	(Zip Code)

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

NONE

(Former name, address and fiscal year, 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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 1, 2006, Orrstown Financial Services, Inc. (OTCBB: ORRF) (“Orrstown Financial”) completed its acquisition of The First National Bank of Newport (“First National”) pursuant to the previously announced Agreement and Plan of Reorganization, dated as of November 21, 2005, between Orrstown Financial and First National (the “Acquisition Agreement”).

In accordance with the terms of the Acquisition Agreement, the holders of each outstanding share of the common stock of First National are entitled to receive (a) $22.20 cash and (b) 1.75 shares of Orrstown Financial Common Stock.

The total estimated purchase price of the transaction is valued at approximately $32.9 million.

As a result of the transaction, First National joins Orrstown Bank as a subsidiary banking institution of Orrstown Financial. First National will continue to operate as “The First National Bank of Newport.”

A copy of the press release announcing the consummation of the acquisition is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(d) Exhibits

99.1    Press Release dated May 1, 2006.

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.

	Orrstown Financial Services, Inc.
Date: May 1, 2006	/s/ Kenneth R. Shoemaker
	Kenneth R. Shoemaker, President and
	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 1, 2006.

EX-99.1

EXHIBIT 99.1

Filed by Orrstown Financial Services, Inc.

Commission File No.: 033-18888

FOR IMMEDIATE RELEASE

Orrstown Contact:	First National Contact:
Kenneth R. Shoemaker	Peter C. Zimmerman
(717) 532-6114	(717) 567-3414

ORRSTOWN FINANCIAL SERVICES, INC.

COMPLETES ITS ACQUISITION OF THE FIRST NATIONAL BANK OF NEWPORT

Shippensburg, Pennsylvania (May 1, 2006) – Orrstown Financial Services, Inc. (OTCBB: ORRF) (“Orrstown Financial”), the parent company of Orrstown Bank, announced today the completion of its acquisition of The First National Bank of Newport (“First National”), a $120 million national banking institution with four banking offices located in Perry County, Pennsylvania. First National will continue to operate as “The First National Bank of Newport.”

As previously reported, First National shareholders overwhelmingly approved the acquisition at a special meeting on April 18, 2006. Final regulatory approvals necessary to complete the transaction were received in April.

Under the terms of the Agreement and Plan of Reorganization dated November 21, 2005, each share of First National common stock outstanding at the time of the acquisition will be exchanged for $22.20 cash and 1.75 shares of Orrstown common stock. As a result of the transaction, Orrstown Financial will issue approximately 700,000 shares of its common stock. The total purchase price of the acquisition is valued at approximately $32.9 million.

Peter C. Zimmerman, President and Chief Executive Officer of First National and currently a member of its Board of Directors, will become a director of Orrstown Financial. In addition, Kenneth R. Shoemaker, President and Chief Executive Officer of Orrstown Financial and Orrstown Bank and currently a member of each institution’s Board of Directors, will become a director of First National.

Shoemaker commented, “This is an important strategic step for us, that expands our market and allows us to further utilize our technology and support services. First National’s philosophy and approach to banking is very compatible with ours. Both banks now become stronger while maintaining the special community spirit that sets us apart from our competition.”

First National joins Orrstown Bank as a subsidiary banking institution of Orrstown Financial. Orrstown Bank, headquartered in Shippensburg, Pennsylvania, operates fifteen banking offices and four remote service facilities located in Cumberland and Franklin Counties, Pennsylvania, as well as its newest location in Washington County, Maryland.

As a result of the transaction, Orrstown Financial has become a two-bank financial holding company with more than $720 million in total assets.

Additional information on Orrstown Financial and Orrstown Bank is available on the Internet at www.orrstown.com. Additional information on First National is available on the Internet at www.perrycounty.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability to achieve anticipated acquisition related operational efficiencies, the ability to enhance revenues through increased market penetration, expanded lending capacity and product offerings and other risks detailed from time to time in Orrstown’s SEC filings, including Forms 10-Q and 10-K (copies of which are available from Orrstown without charge in hard copy or online at www.sec.gov). Orrstown and First National disclaim any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.