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)
January 31, 2005
NITTANY FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-32623 23-2925762
- ------------------------------- ----------------- ----------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
116 East College Avenue, State College, Pennsylvania 16801
- ---------------------------------------------------- ---------
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 234-7320
--------------
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement to communications pursuant to Rule 13e-4(c) under the
Exchange Act
NITTANY FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
ITEM 8.01 OTHER EVENTS
- -----------------------
The Registrant previously announced on January 3, 2005, that it was
offering up to 115,000 shares of additional common stock at a price of $26.00
per share to stockholders of record as of November 26, 2004 through January 31,
2005. The Registrant also announced that the offering included an option to sell
up to an additional 35,000 shares (i.e., total 150,000 shares). As of January
31, 2005, the Registrant had received orders for approximately 144,000 shares
from existing stockholders. Accordingly, in order to fill all the orders of
existing stockholders, the Registrant will issue additional shares under the
option and register 30,000 additional shares.
Due to the demand from existing stockholders, customers and the
community, the Registrant will continue the sale of up to a total of 180,000
shares, which will be registered with the SEC. The shares will continue to be
offered to the public at the price of $26.00 per share, with a preference given
to customers of the Registrant and its subsidiaries. The Registrant reserves the
right to accept or refuse any orders in part or in whole and to close the
offering at any time.
For further details, reference is made to the Press Release dated
February 3, 2005, which is attached hereto as Exhibit 99 and incorporated herein
by this reference.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ----------------------------------------------------------------------------
Exhibit 99 Press Release dated February 3, 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, hereunto duly authorized.
NITTANY FINANCIAL CORP.
Date: February 3, 2005 By: /s/ David Z. Richards
------------------------------------------
David Z. Richards
President and Chief Executive Officer
(Duly Authorized Officer)