Pennsylvania
(State or other jurisdiction of
incorporation or organization)
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6022
(Primary Standard Industrial
Classification Code Number)
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23-2828306
(I.R.S. Employer
Identification Number)
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James C. Stewart, Esq.
Malizia Spidi & Fisch, PC
1227 25th Street, N. W.
Suite 200
Washington, D.C. 20037
(202) 434-4671
Facsimile: (202) 434-4661
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Aaron Kaslow, Esq.
Kilpatrick Townsend & Stockton LLP
607 14th Street, N. W.
Washington, D.C. 20005
(202) 508-5825
Facsimile: (202) 204-5600
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Large accelerated filero
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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Item 20.
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Indemnification of Officers and Directors
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Item 21.
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Exhibits
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No.
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Description
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2.1
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Agreement and Plan of Merger, dated December 14, 2010, by and among Norwood Financial Corp., Wayne Bank, North Penn Bancorp, Inc. and North Penn Bank. (1)
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3(i)
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Articles of Incorporation of Norwood Financial Corp.(2)
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3(ii)
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Bylaws of Norwood Financial Corp. (3)
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4.0
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Specimen Stock Certificate of Norwood Financial Corp. (2)
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5.1
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Opinion of Malizia Spidi & Fisch, PC as to legality*
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8.1
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Opinion of Malizia Spidi & Fisch, PC as to tax consequences
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8.2
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Opinion of Kilpatrick Townsend & Stockton LLP as to tax consequences
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10.1
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Employment Agreement with Lewis J. Critelli (3)
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10.2
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Change in Control Severance Agreement with William S. Lance (3)
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10.3
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Norwood Financial Corp. Stock Option Plan (5)
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10.4
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Salary Continuation Agreement between the Bank and William W. Davis, Jr. (4)
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10.5
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Salary Continuation Agreement between the Bank and Lewis J. Critelli (4)
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10.6
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Salary Continuation Agreement between the Bank and Edward C. Kasper (4)
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10.7
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1999 Directors Stock Compensation Plan (4)
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10.8
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Salary Continuation Agreement between the Bank and Joseph A. Kneller (6)
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10.9
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Salary Continuation Agreement between the Bank and John H. Sanders (6)
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10.10
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2006 Stock Option Plan (7)
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10.11
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First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (8)
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10.12
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First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (8)
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10.13
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First and Second Amendments to Salary Continuation Agreement with Edward C. Kasper (8)
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10.14
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First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller (8)
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10.15
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First and Second Amendments to Salary Continuation Agreement with John H. Sanders (8)
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16.1
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Letter re Change in Certifying Accountant of Norwood (9)
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16.2
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Letter re Change in Certifying Accountant of North Penn (10)
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21
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Subsidiaries of Norwood Financial Corp. (See “Business of Norwood – Subsidiary Activities” in the proxy statement/prospectus)*
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23.1
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Consent of S.R. Snodgrass, A.C, independent registered public accounting firm*
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23.2
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Consent of ParenteBeard, LLC, independent registered public accounting firm*
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23.3
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Consent of J.H. Williams & Co., LLP*
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23.4
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Consent of McGrail Merkel Quinn & Associates*
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23.5
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Consent of Malizia Spidi & Fisch, PC (contained in their opinions filed as Exhibits 5.1 and 8.1)
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23.6
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Consent of Kilpatrick Townsend & Stockton LLP (contained in their opinion filed as Exhibit 8.2)
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23.7
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Consent of The Kafafian Group*
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24.1
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Power of Attorney (contained in the signature page of the registration statement)*
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99.1
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Consent of Kevin Lamont*
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99.2
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Form of Proxy Card*
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(1)
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Included as Annex A to this proxy statement/prospectus (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
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(2)
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Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364.
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(3)
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Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.
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(4)
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Incorporated herein by reference into this document from the Exhibits to the Registrant’s Form 10-K filed with the Commission on March 23, 2000, File No. 0-28364.
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(5)
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Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
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(6)
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Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 22, 2004, File No. 0-28364.
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(7)
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Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
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(8)
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Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed April 4, 2006.
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(9)
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Incorporated by reference into this document from the identically numbered exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on August 14, 2009.
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(10)
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Incorporated by reference into this document from the exhibit to North Penn’s Current Report on Form 8-K filed with the Commission on August 19, 2009.
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*
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Previously filed.
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NORWOOD FINANCIAL CORP.
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|||
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By:
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/s/ Lewis J. Critelli
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Lewis J. Critelli
President and Chief Executive Officer
(Duly Authorized Representative)
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/s/ Lewis J. Critelli
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/s/ William W. Davis, Jr.*
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Lewis J. Critelli
President, Chief Executive Officer and Director
(Principal Executive Officer )
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William W. Davis, Jr.
Director
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/s/ Dr. Andrew A. Forte*
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/s/ Susan Gumble-Cottell*
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Dr. Andrew A. Forte
Director
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Susan Gumble-Cottell
Director
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/s/ Daniel J. O’Neill*
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/s/ John E. Marshall*
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Daniel J. O’Neill
Director
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John E. Marshall
Director
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/s/ Ralph A. Matergia*
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/s/ Dr. Kenneth A. Phillips*
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Ralph A. Matergia
Director
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Dr. Kenneth A. Phillips
Director
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/s/ William S. Lance*
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/s/ Richard L. Snyder*
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William S. Lance
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Richard L. Snyder
Director
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*By: Lewis J. Critelli
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||
Lewis J. Critelli
Attorney-in-fact
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No.
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Description
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2.1
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Agreement and Plan of Merger, dated December 14, 2010, by and among Norwood Financial Corp., Wayne Bank, North Penn Bancorp, Inc. and North Penn Bank. (1)
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3(i)
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Articles of Incorporation of Norwood Financial Corp.(2)
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3(ii)
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Bylaws of Norwood Financial Corp. (3)
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4.0
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Specimen Stock Certificate of Norwood Financial Corp. (2)
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5.1
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Opinion of Malizia Spidi & Fisch, PC as to legality*
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8.1
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Opinion of Malizia Spidi & Fisch, PC as to tax consequences
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8.2
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Opinion of Kilpatrick Townsend & Stockton LLP as to tax consequences
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10.1
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Employment Agreement with Lewis J. Critelli (3)
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10.2
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Change in Control Severance Agreement with William S. Lance (3)
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10.3
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Norwood Financial Corp. Stock Option Plan (5)
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10.4
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Salary Continuation Agreement between the Bank and William W. Davis, Jr. (4)
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10.5
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Salary Continuation Agreement between the Bank and Lewis J. Critelli (4)
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10.6
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Salary Continuation Agreement between the Bank and Edward C. Kasper (4)
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10.7
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1999 Directors Stock Compensation Plan (4)
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10.8
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Salary Continuation Agreement between the Bank and Joseph A. Kneller (6)
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10.9
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Salary Continuation Agreement between the Bank and John H. Sanders (6)
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10.10
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2006 Stock Option Plan (7)
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10.11
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First and Second Amendments to Salary Continuation Agreement with William W. Davis, Jr. (8)
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10.12
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First and Second Amendments to Salary Continuation Agreement with Lewis J. Critelli (8)
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10.13
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First and Second Amendments to Salary Continuation Agreement with Edward C. Kasper (8)
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10.14
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First and Second Amendments to Salary Continuation Agreement with Joseph A. Kneller (8)
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10.15
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First and Second Amendments to Salary Continuation Agreement with John H. Sanders (8)
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16.1
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Letter re Change in Certifying Accountant of Norwood (9)
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16.2
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Letter re Change in Certifying Accountant of North Penn (10)
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21
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Subsidiaries of Norwood Financial Corp. (See “Business of Norwood – Subsidiary Activities” in the proxy statement/prospectus)*
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23.1
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Consent of S.R. Snodgrass, A.C, independent registered public accounting firm*
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23.2
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Consent of ParenteBeard, LLC, independent registered public accounting firm*
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23.3
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Consent of J.H. Williams & Co., LLP*
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23.4
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Consent of McGrail Merkel Quinn & Associates*
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23.5
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Consent of Malizia Spidi & Fisch, PC (contained in their opinions filed as Exhibits 5.1 and 8.1)
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23.6
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Consent of Kilpatrick Townsend & Stockton LLP (contained in their opinion filed as Exhibit 8.2)
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23.7
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Consent of The Kafafian Group*
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24.1
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Power of Attorney (contained in the signature page of the registration statement)*
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99.1
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Consent of Kevin Lamont*
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99.2
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Form of Proxy Card*
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(1)
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Included as Annex A to this proxy statement/prospectus (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K).
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(2)
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Incorporated herein by reference into this document from the Exhibits to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364.
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(3)
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Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 15, 2010.
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(4)
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Incorporated herein by reference into this document from the Exhibits to the Registrant’s Form 10-K filed with the Commission on March 23, 2000, File No. 0-28364.
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(5)
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Incorporated by reference into this document from the Exhibits to Form S-8 filed with the Commission on August 14, 1998, File No. 333-61487.
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(6)
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Incorporated by reference into this document from the identically numbered exhibits to the Registrant’s Form 10-K filed with the Commission on March 22, 2004, File No. 0-28364.
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(7)
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Incorporated by reference to this document from Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (File No. 333-134831) filed with the Commission on June 8, 2006.
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(8)
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Incorporated herein by reference from the Exhibits to the Registrant’s Current Report on Form 8-K filed April 4, 2006.
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(9)
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Incorporated by reference into this document from the identically numbered exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on August 14, 2009.
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(10)
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Incorporated by reference into this document from the exhibit to North Penn’s Current Report on Form 8-K filed with the Commission on August 19, 2009.
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*
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Previously filed.
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