UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K-A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported:) September 9, 1997
-----------------
NORWOOD FINANCIAL CORP.
(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-28366 23-2828306
- ------------ ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
717 Main Street, Honesdale, Pennsylvania 18341
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717)253-1455
-------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
Item 4. Change in Registrant's Certifying Auditors
------------------------------------------
On September 9, 1997, the Board of Directors of Norwood Financial
Corp., Honesdale, Pennsylvania, ("Corporation") unanimously determined that it
would discontinue the engagement of S.R. Snodgrass, A.C., Wexford, Pennsylvania,
("SRS"), as its independent auditors and determined that the Corporation will
engage Beard & Company, Inc., Certified Public Accountants, Reading
Pennsylvania, ("Beard"), as the Corporation's auditors for the fiscal year
ending December 31, 1997. The Corporation's decisions were effective September
9, 1997.
SRS audited the consolidated financial statements of the Corporation
for the years ended December 31, 1996 and 1995. The termination of SRS was not
due to any disagreements with SRS as to any matters of accounting policies,
procedures or practices or with respect to financial statement disclosure. SRS's
report on the financial statements for the last two fiscal years of the
Corporation did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two fiscal years ended December 31, 1996 and 1995 and the
subsequent interim period preceding the termination of SRS, there were no
disagreements with SRS on any matter of accounting principals or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of SRS, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports.
During the Corporation's fiscal years ended December 31, 1996 and 1995
and the subsequent interim period preceding SRS's termination, SRS did not
advise the Corporation of any of the following:
(A) that the internal controls necessary for the Corporation to develop
reliable financial statements did not exist;
(B) that information had come to SRS's attention that had led it to no
longer be able to rely on management's representations, or that made it
unwilling to be associated with the financial statements prepared by management;
(C)(1) of the need to expand significantly the scope of the
Corporation's audit, or that information had come to SRS's attention during such
time period that if further investigated might (i) materially impact the
fairness or reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements); or (ii) cause it to be unwilling to rely on management's
<PAGE>
representations or be associated with the Corporation's financial statements,
and
(2) that due to SRS's termination, or for another reason, SRS did not
so expand the scope of its audit or conduct such further investigation; or
(D)(1) that information had come to SRS's attention that it had
concluded materially impacted the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to SRS's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements), and
(2) due to SRS's termination, or for any other reason, the issue has
not been resolved to SRS's satisfaction prior to its termination.
During the Corporation's two fiscal years ended December 31, 1996 and
1995 and the subsequent interim period preceding Beard's appointment, the
Corporation did not consult Beard regarding the application of accounting
principles, either completed or proposed, or the type of audit opinion that
might be rendered on the Corporation's financial statements.
SRS has been requested by the Corporation to review this disclosure and
furnish Corporation with a letter addressed to the Securities and Exchange
Commission stating whether they agree with the statements made by Corporation
with respect to SRS. A copy of SRS's response will be filed by amendment.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
---------------------------------
(c) Exhibits:
16 Response of S.R. Snodgrass, A.C.*
* To be filed by amendment.
<PAGE>
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 30, 1997 By: /s/Lewis J. Critelli
------------------ -------------------------------
Lewis J. Critelli
Senior Vice President and Chief
Financial Officer
