As filed with the Securities and Exchange Commission on August 14,
1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Norwood Financial Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2828306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
717 Main Street
Honesdale, Pennsylvania 18431
(717) 253-1455
(Address of principal executive offices)
Norwood Financial Corp.
Stock Option Plan
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(Full Title of the Plan)
Gregory A. Gehlmann, Esq.
Ruel B. Pile, Esq.
Linda Delivorias, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Amount of
Securities to Amount to Maximum Offering Maximum Offering Registration
be Registered be Registered Price Per Share Price (2) Fee (2)
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Common Stock
$.10 par value 500,000(1) (2) $13,189,979 $3,891.04
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(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Norwood Financial Corp.
Stock Option Plan consists of 500,000 shares which are being registered
under this Registration Statement and for which a registration fee is
being paid. Additionally, an indeterminate amount of additional shares
which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions are being
registered hereunder for which no additional fee is required.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. 500,000 shares are being registered hereby, of which
51,950 shares are under an option at an exercise price of $16.72 per
share ($868,604 in the aggregate). The remainder of such shares, which
are not presently subject to options (448,050 shares), are being
registered based upon the closing price of the common stock of Norwood
Financial Corp. as reported on the "Nasdaq National Market" on August
5, 1998, of $27.5 per share ($12,321,375 in the aggregate) for a total
offering of $13,189,979.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Norwood Financial Corp. Stock
Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended ("Securities Act").
Such document(s) are not being filed with the Securities and Exchange
Commission, but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents filed by Norwood Financial Corp. (the "Company"
or "Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form 10 filed with the
Securities and Exchange Commission on April 29, 1996 and amendments thereto;
(b) The Company's Annual Report on Form 10K filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarters ended
June 30, 1998 and March 31, 1998, as filed with the Securities and Exchange
Commission; and
(d) The Company's Definitive Proxy Statement related to the 1998 Annual
Meeting of Stockholders as filed with the Commission.
All documents filed by the Company pursuant to Sections 13, 14, or
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") after the date hereof and prior to the termination of the offering of the
shares of Common Stock shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by
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reference to the information that is incorporated). Requests should be directed
to Norwood Financial Corp., 717 Main Street, Honesdale, Pennsylvania 18431,
telephone number (717) 253-1455.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The officers, directors, agents, and employees of the Company are
indemnified with respect to certain actions pursuant to the Articles of
Incorporation. In addition, directors may not be held liable with respect to
certain breaches of their fiduciary duties. In general, the fiduciary duty of a
director provides that a director of the Company will discharge his or her
duties to the Company in good faith and with that degree of diligence, care, and
skill which ordinary prudent persons would exercise under similar circumstances
and in a like position. In general, the duty of loyalty provides that a director
of the Company will not place himself or herself in a position where a personal
interests would prevent such person from acting for the best interests of the
Company.
Pennsylvania corporate law provides broad statutory indemnification for
directors, officers, employees, and agents including the right to maintain
insurance. Pennsylvania law requires mandatory indemnification for expenses if a
representative of a company is successful on the merits or otherwise, in either
a third party or derivative action.
Under Pennsylvania law, a corporation may, but is not required to,
indemnify its directors, officers, employees, and agents against expenses
(including attorneys' fees), judgements, fines, and amounts paid in settlement
actually and reasonably incurred in connection with an action or proceeding
(other than an action by or in the right of the corporation) if the person to be
indemnified acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action or proceeding, that such person did not have
reasonable cause to believe that his or her conduct was unlawful.
Pennsylvania law also allows for indemnification in actions or
proceedings by or in the right of the corporation if the person to be
indemnified was not adjudged to be liable, or despite an adjudication of
liability, such person is fairly and reasonably entitled to indemnity of certain
expenses, as determined by the same court that adjudged such person liable.
Pennsylvania requires that indemnification payments (other than
mandatory payments) may be made only on a case-by-case basis. In addition,
payments may be advanced by a company to cover expenses upon the receipt by the
company of an undertaking by the individual to be indemnified to repay such
payments if indemnification is later determined to not be available to that
individual.
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The aforementioned indemnification provisions under Pennsylvania law
are non-exclusive. A Pennsylvania corporation may grant additional
indemnification rights through its bylaws or through an agreement, a vote of
stockholders, or a vote of disinterested directors and may create a fund of any
nature to secure its indemnification obligations.
Pennsylvania law also allows for the limitation of liability of
directors. A provision in the article of incorporation or bylaws may provide
that a director will not be personally liable for monetary damages for any
actions taken unless the director has breached or failed to perform such
director's fiduciary duty, and the breach or failure consists of self-dealing,
willful misconduct, or recklessness. With respect to the performance of a
director's duty, Pennsylvania allows a director to rely in good faith on
opinions, information, reports, and financial data presented to such person by
officers or employees of the company, counsel, and accountants as to matters
which the director reasonably believes to be in the expert competence of such
person, and committees of the board on which the director does not serve. With
respect to the declaration of dividends or other distribution of assets,
directors of a Pennsylvania corporation are not liable to the corporation if
they rely and act on good faith on the information described in the statute.
However, if they fail to so act, and the failure is willful and reckless,
Pennsylvania law places express statutory liability on directors in these areas.
Pennsylvania law also assumes that directors assent to all actions taken at
board meetings unless they take specific steps to establish that they have not
so assented.
The Articles of Incorporation provides for indemnification in
derivative suits only if the director, officer, employee, or agent is successful
on the merits or otherwise, or such director acted in good faith in the
transaction which is the subject of the action in a manner such director
reasonably believed to be in, or not opposed to, the best interests of the
Company. Such a person shall not be indemnified in respect of any claim, issue,
or matter as to which such director has been adjudged liable to the Company
unless the court in which the suit was brought determines, that despite the
adjudication, but in view of the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
The Articles of Incorporation provide further for the proration of
amounts to be indemnified where necessary, for the advance payment by the
Company of expenses (including attorneys' fees), if the person receiving the
payment undertakes in writing to repay such amounts if it is determined that
such person is not entitled to such indemnification, and permits the Company to
purchase insurance on the aforementioned persons regardless of the
indemnification provisions against liability.
In the event any portion of the Articles of Incorporation with respect
to indemnification is invalidated by a court, the Company may nevertheless
indemnify each director, officer, employee, and agent as to any costs, charges,
expenses (including attorneys' fees), judgment, fines, and amounts paid in
settlement with respect to any action, suit, or proceeding, to the full extent
permitted by any applicable part of the Articles of Incorporation which has not
been invalidated and to the full extent permitted by applicable law.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits
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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
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(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 not apply if the
registration statement is on Form S-3, Form S-8 or F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
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requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 Securities Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Norwood Financial Corp. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement 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, on the 11th day of August 1998.
Wayne Bank
By: /s/ Lewis J. Critelli
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Lewis J. Critelli
Senior Vice President and Chief Financial Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Norwood Financial Corp.,
do hereby severally constitute and appoint Lewis J. Critelli, 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 Lewis J. Critelli 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 offering of the Company's Common Stock,
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 Lewis J. Critelli shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
By: /s/ William W. Davis, Jr. By: /s/ Russell L. Ridd
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William W. Davis, Jr. Russell L. Ridd
President and Chief Executive Officer Chairman of the Board
Date: August 11, 1998 Date: August 11, 1998
By: /s/ Edward C. Kasper By: /s/ Lewis J. Critelli
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Edward C. Kasper Lewis J. Critelli
Senior Vice President Senior Vice President and
Chief Financial Officer
Date: August 11, 1998 Date: August 11, 1998
By: /s/ John H. Sanders By: /s/ Joseph A. Kneller
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John H. Sanders Joseph A. Kneller
Senior Vice President Vice President
Date: August 11, 1998 Date: August 11, 1998
By: /s/ Harold A. Shook By: /s/ Charles E. Case
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Harold A. Shook Charles E. Case
Director Director
Date: August 11, 1998 Date: August 11, 1998
By: /s/ John E. Marshall By: /s/ Daniel J. O'Neill
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John E. Marshall Daniel J. O'Neill
Director and Secretary Director
Date: August 11, 1998 Date: August 11, 1998
By: /s/ Dr. Kenneth A. Phillips By: /s/ Gary P. Rickard
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Dr. Kenneth A. Phillips Gary P. Rickard
Director Director
Date: August 11, 1998 Date: August 11, 1998
By: /s/ John J. Weidner
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John J. Weidner
Director
Date: August 11, 1998
INDEX TO EXHIBITS
Exhibit Description Page
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4.1 Norwood Financial Corp. Stock Option Plan 10
4.2 Form of Stock Option Agreement to be entered into 24
with respect to Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 29
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears --
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Auditors 32
24 Reference is made to the Signatures section of this --
Registration Statement for the Power of Attorney
contained therein