As filed with the Securities and Exchange Commission on June 8, 2006
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Norwood Financial Corp.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2828306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 Main Street
Honesdale, Pennsylvania 18431
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(Address of principal executive offices)
Norwood Financial Corp. 2006 Stock Option Plan
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(Full Title of the Plan)
Lewis J. Critelli
Chief Financial Officer
717 Main Street
Honesdale, Pennsylvania 18431
(570) 253-1455
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
901 New York Avenue, N.W.
Suite 210 East
Washington, D.C. 20001
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value per share 24,000 shares $31.90 $ 765,600 $ 81.92
Common Stock
$0.10 par value per share 226,000 shares $31.96 $7,222,960 $772.86
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(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Norwood Financial Corp. 2006 Stock Option Plan
consists of 250,000 shares, are being registered under this
Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 250,000 shares are being registered
hereby, of which 24,000 shares are under option at a weighted average
exercise price of $31.90 per share ($765,600 in the aggregate). The
remainder of such shares 226,000 shares, consisting of unallocated
options, are being registered based upon the average of the high and
low prices of the Common Stock of the Registrant as reported on the
Nasdaq National Market on June 6, 2006, of $31.96 per share ($7,222,960
in the aggregate), for a total offering of $7,988,560.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 250,000
shares of Norwood Financial Corp. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the Norwood Financial Corp. 2006 Stock Option Plan under
which 250,000 shares are issuable ( the "Plan"). Documents containing the
information required by Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on April 29, 1996 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
1. The description of the Company's securities as contained in the
Company's Registration Statement on Form 10, as filed with the Commission on
April 29, 1996;
2. The Company`s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006;
3. The Company's Annual Report on Form 10-K for the year ended December
31, 2005;
4. Form 8-K, filed on April 4, 2006;
5. Form 8-K, filed on April 25, 2006;
6. Form 8-K, filed on April 25, 2006; and
7. Form 8-K, filed on May 30, 2006
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
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Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer, director, employee or agent may be indemnified by the
Company from and against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with threatened, pending
or contemplated proceedings (other than an action by or in the right of the
Company) if such person acted in good faith and in a manner that such person
reasonably believes to be in, or not opposed to, the best interests of the
Company.
Provisions regarding indemnification of directors, officers, employees
or agents of the Company are contained in Article 10 of the Company's Articles
of Incorporation.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").
The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the Registrant
could be required to be repaid by the Registrant to an indemnified party.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by Progressive Casualty
Insurance Co. with a $2.0 million aggregate limit of liability and an aggregate
deductible of $50,000 per loss both for claims directly against officers and
directors and for claims where the Company is required to indemnify directors
and officers.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable
3
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
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(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwood in the Commonwealth of Pennsylvania, on the
7th day of June, 2006.
NORWOOD FINANCIAL CORP.
Dated: June 7, 2006 By: /s/William W. Davis, Jr.
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William W. Davis, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Norwood Financial Corp.
do hereby severally constitute and appoint William W. Davis, Jr. as our true and
lawful attorney and agent, to do any and all things and acts in our Norwood
Financial Corp. names in the capacities indicated below and to execute any and
all instruments for us and in our names in the capacities indicated below which
said William W. Davis, Jr. may deem necessary or advisable to enable Norwood
Financial Corp. to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the Registration Statement on Form S-8 relating to the
registrant, including specifically, but not limited to, power and authority to
sign, for any of us in our names in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said William W.
Davis, Jr. shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
By: /s/William W. Davis, Jr. By: /s/Lewis J. Critelli
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William W. Davis, Jr. Lewis J. Critelli
President, Chief Executive Officer Executive Vice President
and Director and Chief Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
Date: June 7, 2006 Date: June 7, 2006
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By: /s/Daniel J. O'Neill By:
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Daniel J. O'Neill Dr. Kenneth A. Phillips
Director Director
Date: June 7, 2006 Date:
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By: /s/Gary P. Rikard By: /s/Russell L. Ridd
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Gary P. Rickard Russell L. Ridd
Director Director
Date: June 7, 2006 Date: June 7, 2006
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By: /s/Ralph A. Matergia By: /s/Richard L. Snyder
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Ralph A. Matergia Richard L. Snyder
Director Director
Date: June 7, 2006 Date: June 7, 2006
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By: /s/John E. Marshall
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John E. Marshall
Director
Date: June 7, 2006
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INDEX TO EXHIBITS
Exhibit Description
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4.1 Norwood Financial Corp. 2006 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.3 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Beard Miller Company LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein