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):
January 13, 2006 (December 20, 2005)
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
| | |
| 033-18888 | | 23-2530374 |
| (Commission file number) | | (IRS employer ID) |
| | |
| 77 East King Street, Shippensburg, Pennsylvania | | 17257 |
| (Address of principal executive office) | | (Zip Code) |
Registrant’s telephone number, including area code – (717) 532-6114
NONE
(Former name, address and fiscal year, 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):
| x | 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)) |
Item 8.01. Other Events.
The Company has suspended its Stockholder Dividend Reinvestment and Stock Purchase Plan (the “Plan”) effective with the first quarter dividend of 2006. Accordingly, beginning with the dividend for the first quarter of 2006, a Plan participant’s dividends will no longer be reinvested in additional shares of Company stock, but will be paid to shareholders by check.
The Company also announced that it has adjusted its schedule of dividend payment dates so that payment of a dividend will fall within the same quarter in which it is declared.
A copy of the letter sent to shareholders concerning these and other matters is filed herewith as Exhibit 99 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | 99 | Letter to Shareholders, dated December 20, 2005. |
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 thereunto duly authorized.
| | |
| | | Orrstown Financial Services, Inc. |
| |
Date: January 13, 2006 | | /s/ Kenneth R. Shoemaker
|
| | | Kenneth R. Shoemaker, President and |
| | | Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit Number
| | Description
|
| 99 | | Letter to Shareholders, dated December 20, 2005. |
