================================================================================ 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) January 23, 2006 ---------------- 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 THE REPORT ---------------------------------------- Item 2.02. Results of Operations and Financial Condition --------------------------------------------------------- On January 23, 2006, the Registrant issued a press release announcing its earnings for the quarter and year ended December 31, 2005. A copy of the press release is furnished with this report as exhibit 99.1. Item 9.01. Financial Statements and Exhibits --------------------------------------------- (c) Exhibits: The following exhibits are furnished herewith. 99.1 Press Release, dated January 23, 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 hereunto duly authorized. NORWOOD FINANCIAL CORP. Date: January 23, 2006 By: /s/William W. Davis, Jr. ------------------------------------- William W. Davis, Jr. President and Chief Executive Officer (Duly Authorized Representative)