NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Completion of Acquisition or Disposition of Assets.
On July 7, 2020, Norwood Financial Corp (the Registrant) completed its acquisition of UpState New York Bancorp, Inc.
(UpState) pursuant to the terms of the Agreement and Plan of Merger, dated January 8, 2020, by and among the Registrant, Wayne Bank, UpState and USNY Bank (the Merger Agreement). As of March 31, 2020,
UpState had on a consolidated basis total assets of $443.8 million, total deposits of $393.9 million and total shareholders equity of $46.5 million.
Pursuant to the terms of the Merger Agreement, UpState was merged with and into the Registrant, with the Registrant as the surviving
corporation of the merger (the Merger). At the effective time of the Merger, each outstanding share of the common stock of UpState was converted into, at the election of the holder but subject to the limitations and allocation and
proration provisions set forth in the Merger Agreement, either $33.33 in cash or 0.9390 of a share of the common stock, par value $0.10 per share (the Common Stock) of the Registrant. In addition, under the terms of the Merger
Agreement, UpState shareholders will receive an additional $0.67 per share in cash for each share of UpState common stock held. In the aggregate, the merger consideration paid to UpState shareholders will consist of approximately $8,845,198 in cash
and 1,865,705 shares of Norwood common stock. Immediately following the Merger, USNY Bank was merged with and into Wayne Bank, a wholly-owned subsidiary of the Registrant, with Wayne Bank as the surviving entity.
The following description of the Merger is qualified in its entirety by reference to the Merger Agreement which is filed as Exhibit 2.1 hereto
and is incorporated by reference herein and the Registrants press release, dated July 7, 2020, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of July 7, 2020, the Registrant appointed Jeffrey
S. Gifford and Alexandra K. Nolan as directors of the Registrant. Mr. Gifford was appointed for a term ending at the 2023 annual meeting of shareholders and Ms. Nolan was appointed for a term ending at the 2022 annual meeting of
On July 7, 2020, Norwood Financial Corp (Norwood) issued a press release announcing the completion of the acquisition of
UpState and the results of elections made by the shareholders of UpState as to the form of consideration to be received in the merger. A copy of the press release is filed herewith as Exhibit 99.1, and is incorporated in its entirety by reference