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)

November 13, 2007

 

 

 

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):

 

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)).

 

 


NORWOOD FINANCIAL CORP.

 

INFORMATION TO BE INCLUDED IN REPORT

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On November 13, 2007, the Registrant’s Board of Directors approved amendments to the Registrant’s Bylaws to allow the issuance of uncertificated shares. The text of the amendments is filed with this report as Exhibit 3.2.

 

Item 9.01.

Financial Statements and Exhibits  

 

(c) Exhibits:

 

 

3.2

Amendments to Bylaws

 

 

 

 

 


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:    November 16, 2007

 

By: 

/s/ Lewis J. Critelli

 

 

 

Lewis J. Critelli

Executive Vice President and Chief Financial Officer

(Duly Authorized Representative)