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 - May 3, 2005
ORRSTOWN FINANCIAL SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 33-18888 23-2530374
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
77 East King Street
P. O. Box 250, Shippensburg, Pennsylvania 17257
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 532-6114
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 7 Numbered Pages
Index to Exhibits Found on Page 5
Item 1.01 Entry Into Material Agreements.
Not Applicable.
Item 1.02 Termination of Material Agreement.
Not Applicable.
Item 1.03 Bankruptcy.
Not Applicable.
Item 2.01 Acquisition - Disposition of Assets.
Not Applicable.
Item 2.02 Result of Operations - Financial Condition.
The Board of Directors for Orrstown Financial Services, Inc.
(OTC Bulletin Board: ORRF), the parent company of Orrstown
Bank, has declared a 5% stock dividend today.
Item 2.03 Financial Obligations - Off-Balance Sheet.
Not Applicable.
Item 2.04 Acceleration of Financial Obligations.
Not Applicable.
Item 2.05 Exit or Disposal Activities
Not Applicable.
Item 2.06 Material Impairments
Not Applicable.
Item 3.01 Notice of Delisting or Noncompliance
Not Applicable.
Item 3.02 Unregistered Sale of Securities
Not Applicable.
Item 3.03 Modification of Shareholder Rights.
Not Applicable.
Item 4.01 Change in Accountants.
Not Applicable.
Page 2 of 7 Numbered Pages
Index to Exhibits Found on Page 5
Item 4.02 Non-Reliance on Financial Statements.
Not Applicable.
Item 5.01 Change in Control.
Not Applicable.
Item 5.02 Resignation of Directors - Principal Officers.
Not Applicable.
Item 5.03 By-Law Amendments - Change in Fiscal Year.
Not Applicable.
Item 5.04 Suspension of Trading - Employee Benefit Plans.
Not Applicable.
Item 5.05 Code of Ethics.
Not Applicable.
Item 7.01 Regulation FD.
Not Applicable.
Item 8.01 Voluntary Disclosure of Other Events.
Not Applicable.
Item 9.01. Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit:
99 News Release, dated May 3, 2005 of Orrstown
Financial Services, Inc.
Page 3 of 7 Numbered Pages
Index to Exhibits Found on Page 5
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.
ORRSTOWN FINANCIAL SERVICES, INC.
(Registrant)
Dated: May 3, 2005 /S/Bradley S. Everly
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Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
Page 4 of 7 Numbered Pages
Index to Exhibits Found on Page 5
EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed Original
99 News Release, dated May 3, 2005,
of Orrstown Financial Services,
Inc. 6
Page 5 of 7 Numbered Pages
Index to Exhibits Found on Page 5
Exhibit 99
FOR IMMEDIATE RELEASE CONTACT:
Robert J. Gentry
Director of Marketing
717-530-3545 Phone
717-530-5664 Fax
Orrstown Financial Services, Inc.
Declares 5% Stock Dividend
Shippensburg, PA (May 3, 2005) - The Board of Directors for Orrstown
Financial Services, Inc. (OTC Bulletin Board: ORRF), the parent company of
Orrstown Bank, has declared a 5% stock dividend today. The record date will be
June 3rd and the dividend will be paid on June 29, 2005. Each shareholder will
be granted a single share for each 20 shares owned as of the record date. There
will be a cash payment for any fractional shares.
Commenting on the news, Kenneth R. Shoemaker, President and Chief Executive
Officer of the Company, stated, "I believe this action, when coupled with the
7.7% increase in our first quarter cash dividend, gives further evidence of our
board's commitment to reward our shareholders for the outstanding performance of
this company." Orrstown recently announced record earnings of $2.171 million or
fully diluted per share earnings of $.41 for the first quarter of 2005. These
represent increases of 20.2% and 20.6% respectively over the first quarter of
2004.
With over $530 million in assets, Orrstown Financial Services, Inc., and
its subsidiary, Orrstown Bank, provide a full range of consumer and business
financial
-- MORE --
services through thirteen banking offices in Cumberland and Franklin Counties of
Pennsylvania. Orrstown Financial Services, Inc.'s stock is traded in the over-
the-counter market under the symbol ORRF.
Certain statements in this release may constitute "forward looking statements"
under the Private Securities Litigation Reform Act of 1995, which involve risk
and uncertainties. Orrstown Financial's actual results may differ significantly
from the results discussed in such forward-looking statements. Factors that
might cause such a difference include, but are not limited to, economic
conditions, competition in the geographic and business areas in which Orrstown
Financial conducts its operations, fluctuations in interest rates, credit
quality, and government regulation.