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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) APRIL 25, 2006
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NORWOOD FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-28364 23-2828306
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
717 MAIN STREET, HONESDALE, PENNSYLVANIA 18431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 253-1455
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NOT APPLICABLE
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(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)).
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NORWOOD FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On April 25, 2006, the Norwood Financial Corp. 2006 Stock Option Plan
(the "Option Plan") was approved by the Registrant's stockholders at the 2006
Annual Meeting. Pursuant to the Option Plan, options (which may be incentive or
non-incentive options) to acquire up to 250,000 shares may be granted to
directors, officers and employees. For additional information on the terms of
the Option Plan, reference is made to the Option Plan filed as Exhibit 10.1
hereto and incorporated by reference herein. Effective on stockholder approval,
options were awarded to the following directors and executive officers of the
Registrant in the amounts indicated below.
NUMBER OF
NAME AND POSITION OPTIONS GRANTED
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William M. Davis, Jr., President and Chief Executive Officer 4,000
Lewis J. Critelli, Executive Vice President and Chief Financial Officer 3,000
Edward C. Kasper, Senior Vice President 2,000
Joseph A. Kneller, Senior Vice President 1,500
John H. Sanders, Senior Vice President 1,500
John E. Marshall, Director 500
Russell L. Ridd, Director 500
Richard L. Snyder, Director 500
Ralph A. Matergia, Director 500
Daniel J. O'Neill, Director 500
Dr. Kenneth A. Phillips, Director 500
Gary P. Rickard, Director 500
All options were granted at an exercise price of $31.90 per share and will
become 100% vested and exercisable on the one-year anniversary of the date of
grant. All awards will become immediately 100% vested upon Death or Disability
of the Optionee or Change in Control of the Company or the Bank (as defined in
the Option Plan). Awards shall continue to vest during periods of service as an
employee, director, or director emeritus.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
Exhibit 10.1 Norwood Financial Corp. 2006 Stock Option Plan
Exhibit 10.2 Form of Incentive Stock Option Agreement
Exhibit 10.3 Form of Non-Incentive Stock Option Agreement
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: April 25, 2006 By: /s/ William W. Davis, Jr.
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William W. Davis, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)