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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) March 3, 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 File (IRS Employer
of incorporation) 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 March 3, 2006, the Registrant amended its employment agreements with
President William W. Davis, Jr. and Executive Vice President Lewis J. Critelli
in order to comply with the recently-enacted provisions of Section 409A of the
Internal Revenue Code of 1986. For further information, reference is made to the
agreements, which are filed as exhibits hereto.
Item 9.01. Financial Statements and Exhibits
(c) The following exhibits are filed with this report.
Number Description
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10.1 Amended Employment Agreement with William W. Davis, Jr.
10.2 Amended Employment Agreement with Lewis J. Critelli
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: March 3, 2006 By: /s/William W. Davis, Jr.
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William W. Davis, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)