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 - June 28, 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 6 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.
Not Applicable.
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 6 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.
Orrstown Financial Services, Inc., the parent company of Orrstown
Bank, is pleased to announce that the Board of Directors has declared a
cash dividend of $ .14 per share payable July 29, 2005 to shareholders
of record on July 7, 2005.
Item 9.01. Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit:
99 News Release, dated June 28, 2005 of Orrstown
Financial Services, Inc.
Page 3 of 6 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: June 28, 2005 /S/Bradley S. Everly
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Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
Page 4 of 6 Numbered Pages
Index to Exhibits Found on Page 5
EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed Original
99 News Release, dated June 28, 2005,
of Orrstown Financial Services,
Inc. 6
Page 5 of 6 Numbered Pages
Index to Exhibits Found on Page 5
Exhibit 99
ORRSTOWN FINANCIAL SERVICES INC.
FOR IMMEDIATE RELEASE CONTACT:
Robert J. Gentry
Director of Marketing
Phone: 717-530-3545
Fax: 717-532-4099
rgentry@orrstown.com
Orrstown Financial Services, Inc.
Declares Dividend
(Shippensburg, PA - June 28, 2005) - Orrstown Financial Services, Inc. (OTC
Bulletin Board: ORRF), the parent company of Orrstown Bank, is pleased to
announce that the Board of Directors has declared a cash dividend of $.14 per
share payable July 29, 2005 to shareholders of record on July 7, 2005. This
represents a 22.4% increase over the $.1144 declared during the second quarter
of 2004. On a year-to-date basis, the $.2734 per share paid during 2005
represents a 19.5% increase over the $.2288 paid during the first half of 2004.
All per share amounts have been restated to reflect the 5% stock dividend of
June, 2005.
Kenneth R. Shoemaker, President and CEO of Orrstown Bank, commented,
"Thanks to the outstanding efforts of our experienced, dedicated team members,
our company has continued its record of strong performance. With this dividend,
the Board of Directors is pleased to reward our shareholders for their
confidence and ongoing support."
With over $540 million in assets, Orrstown Financial Services, Inc., and
its subsidiary, Orrstown Bank, provide a full range of consumer and business
financial services through thirteen banking offices in Cumberland and Franklin
Counties in 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.
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