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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) April 4, 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 April 4, 2006, the Registrant amended its Salary Continuation Agreements
with President William W. Davis, Jr., Executive Vice President Lewis J. Critelli
and Senior Vice Presidents Edward C. Kasper, Joseph A. Kneller and John H.
Sanders (the "Officers") in order to comply with the recently-enacted provisions
of Section 409A of the Internal Revenue Code of 1986 and to provide for
additional benefits in the event the Officers continue working past normal
retirement age. For further information, reference is made to the agreements,
which are filed as exhibits hereto.
Item 9.01. Financial Statements and Exhibits
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(c) The following exhibits are filed with this report.
Number Description
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10.1 First and Second Amendments to Salary Continuation Agreement
with William W. Davis, Jr.
10.2 First and Second Amendments to Salary Continuation Agreement
with Lewis J. Critelli
10.3 First and Second Amendments to Salary Continuation Agreement
with Edward C. Kasper
10.4 First and Second Amendments to Salary Continuation Agreement
with Joseph A. Kneller
10.5 First and Second Amendments to Salary Continuation Agreement
with John H. Sanders
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: April 4, 2006 By: /s/ William W. Davis, Jr.
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William W. Davis, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)