UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Explanatory Note
On July 7, 2020, Norwood Financial Corp (“Norwood”) filed a Current Report on Form 8-K to report under Item 2.01 thereof that it had completed its acquisition of UpState New York Bancorp, Inc. (“UpState”) and its wholly owned subsidiary, USNY Bank (“USNY Bank”) as contemplated by the terms of the Agreement and Plan of Merger, dated January 8, 2020, by and among Norwood, Wayne Bank, UpState and USNY Bank (the “Merger Agreement”). In response to Item 9.01(a) and (b) of such Form 8-K, Norwood stated that it would file the required financial statements of the business acquired and pro forma financial information by amendment. This Form 8-K/A is being filed to provide the required financial statements and pro forma financial information.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. |
UpState’s audited consolidated balance sheets as of December 31, 2019 and December 31, 2018, and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2019 and December 31, 2018, are incorporated herein by reference to Exhibit 99.2 hereto. UpState’s unaudited consolidated balance sheet as of March 31, 2020, and consolidated statements of income, comprehensive income, and cash flows for the three months ended March 31, 2020 are incorporated by reference from Exhibit 99.3 hereto.
| (b) | Pro forma financial information. |
The pro forma financial information required by this item is incorporated herein by reference to Exhibit 99.4.
| (c) | Shell Company Transaction. Not applicable. |
| (d) | Exhibits. |
The following exhibits are filed with this report.
| Exhibit No. |
Description | |
| 99.2 | Audited Consolidated Financial Statements of UpState (incorporated by reference from Registrant’s Registration Statement on Form S-4 (Commission File No. 333-237277)). | |
| 99.3 | Unaudited Consolidated Financial Statements of UpState. | |
| 99.4 | Unaudited pro forma condensed consolidated financial statements. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Previously filed |
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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: September 16, 2020 | By: | /s/ Lewis J. Critelli | ||||
| Lewis J. Critelli | ||||||
| President and Chief Executive Officer (Duly Authorized Representative) | ||||||
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