As filed with the Securities and Exchange Commission on August 8, 2022
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORWOOD FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-2828306 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 717 Main Street, Honesdale, Pennsylvania | 18431 | |
| (Address of principal executive offices) | (Zip Code) | |
Norwood Financial Corp
2014 Equity Incentive Plan
(Full Title of the Plan)
James O. Donnelly
President and Chief Executive Officer
717 Main Street
Honesdale, Pennsylvania 18431
(570) 253-1455
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John J. Spidi, Esq.
Richard Fisch, Esq.
Jones Walker LLP
499 South Capitol Street, S.W., Suite 600
Washington, D.C. 20003
(202) 434-4660
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective automatically upon the date of filing, in accordance with Rule 462(a) under the Securities Act of 1933.
EXPLANATORY NOTE
Registration of Additional Securities
2014 Equity Incentive Plan
The Norwood Financial Corp 2014 Equity Incentive Plan (the “2014 Plan”) reserved a total of 250,000 shares of common stock of Norwood Financial Corp (the “Company”) for issuance when it was originally adopted and approved by stockholders at the Company’s Annual Meeting of Stockholders held on April 22, 2014. The Company registered 250,000 shares of common stock reserved for issuance under the 2014 Plan on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 2, 2014 (the “Original Registration Statement”). As a result of a 50% stock dividend declared on August 8, 2017, the number of shares reserved for issuance under the 2014 Plan automatically increased by an additional 125,000 shares, to 375,000 shares. At our Annual Meeting of Stockholders held on April 26, 2022, stockholders approved an amendment to the 2014 Plan to increase the total shares available for stock awards by 100,000 shares, to 475,000 shares. We are filing this Registration Statement on Form S-8 to register the additional 100,000 shares of our common stock reserved for issuance under the 2014 Plan, as approved by our stockholders.
In accordance with Instruction E of Form S-8, the contents of the Original Registration Statement, File No. 333-195643, are hereby incorporated by reference in this Registration Statement on Form S-8.
PART I
The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company are incorporated in this Registration Statement by reference (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission):
(a) The description of the Company’s securities contained in the Company’s Registration Statement on Form S-4, as filed with the Commission on February 11, 2011 (Registration No. 333-172203) and any amendment or report filed thereafter for the purposes of updating such description; and
(b) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Commission on March 11, 2022; and
(c) The Company’s Annual Report on Form 10-K/A, Amendment No. 1, for the fiscal year ended December 31, 2021, as filed with the Commission on March 31, 2022; and
(d) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the Commission on May 6, 2022; and
(c) Current Reports on Form 8-K filed with the Commission on March 11, 2022, March 28, 2022, April 29, 2022, May 3, 2022, May 12, 2022, June 17, 2022 and July 5, 2022.
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission), 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. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company has authority under the Pennsylvania Business Corporation Law to indemnify its directors and officers to the extent provided in such statute. The Company’s Articles of Incorporation provide that the Company shall indemnify its executive officers and directors to the fullest extent permitted by law either now or hereafter. In general, Pennsylvania law permits a Pennsylvania corporation to indemnify its directors, officers, employees and agents, and persons serving at the corporation’s request in such capacities for another enterprise against liabilities arising from conduct that such persons reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
The provisions of the Pennsylvania Business Corporation Law that authorize indemnification do not eliminate the duty of care of a director and, in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under Pennsylvania law. In addition, each director will continue to be subject to liability for (a) violations of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution, and (d) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. The statute does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
Further, the Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Articles.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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.
(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 Securities Act of 1933;
(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 no apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 Honesdale in the Commonwealth of Pennsylvania, as of August 8, 2022.
| NORWOOD FINANCIAL CORP | ||
| By: | /s/ James O. Donnelly | |
| James O. Donnelly | ||
President and Chief Executive Officer (Duly Authorized Representative) | ||
We, the undersigned directors and officers of Norwood Financial Corp, do hereby severally constitute and appoint James O. Donnelly and William S. Lance as our true and lawful attorney and agent, to do any and all things and acts in our 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 James O. Donnelly and William S. Lance 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 James O. Donnelly and William S. Lance 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 August 8, 2022.
/s/ James O. Donnelly | /s/ Lewis J. Critelli | |||
| James O. Donnelly | Lewis J. Critelli | |||
| President, Chief Executive Officer and Director | Chairman of the Board and Director | |||
| (Principal Executive Officer) | ||||
/s/ Dr. Andrew A. Forte | /s/ Susan Campfield | |||
| Dr. Andrew A. Forte | Susan Campfield | |||
| Director | Director | |||
/s/ Joseph W. Adams | /s/ Jeffrey S. Gifford | |||
| Joseph W. Adams | Jeffrey S. Gifford | |||
| Director | Director | |||
/s/ Ralph A. Matergia | /s/ Dr. Kenneth A. Phillips | |||
| Ralph A. Matergia | Dr. Kenneth A. Phillips | |||
| Director | Director | |||
/s/ Meg L. Hungerford | /s/ Alexandra K. Nolan | |||
| Meg L. Hungerford | Alexandra K. Nolan | |||
| Director | Director | |||
/s/ Kevin M. Lamont | /s/ William S. Lance | |||
| Kevin M. Lamont | William S. Lance | |||
| Director | Executive Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | ||||
INDEX TO EXHIBITS
Exhibit | Description | |
| 4.1 | Form of Common Stock Certificate (1) (P) | |
| 5.1 | Opinion as to legality | |
| 10.1 | Norwood Financial Corp 2014 Equity Incentive Plan, As Amended | |
| 23.1 | Consent of Jones Walker LLP (included in their opinion filed as Exhibit 5.1) | |
| 23.2 | Consent of S.R. Snodgrass, P.C. | |
| 24.1 | Power of Attorney (included as part of signature page) | |
| 107 | Filing Fees | |
| (1) | Incorporated herein by reference to Exhibit 4 to Form 10, Registration Statement initially filed with the Commission on April 29, 1996, Registration No. 0-28364. |
