NITTANY FINANCIAL CORP
8-K, 2000-04-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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 (Date of earliest event reported)
                                 March 31, 2000





                             Nittany Financial Corp.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




       Pennsylvania                     333-57277              23-2925762
- ------------------------------       ---------------      ---------------------
(State or other jurisdiction          (SEC File No.)      (IRS Employer
of incorporation)                                         Identification Number)




116 East College Avenue, State College, Pennsylvania            16801
- ----------------------------------------------------          ----------
(Address of principal executive offices)                      (Zip Code)




Registrant's telephone number, including area code:  (814) 234-7320
                                                     --------------




                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)



<PAGE>


                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------




Item 5.  Other Events
- -------  ------------

         On  March  31,  2000,  Nittany  Financial  Corp.  (the   "Corporation")
completed its additional  common stock offering and sold  approximately  131,953
common shares, at $11.00 per share, or $1,451,483.  As previously announced,  on
December 6, 1999,  upon  regulatory  clearance  by the  Securities  and Exchange
Commission,  the  Corporation  commenced an additional  common stock offering to
sell up to  200,000  common  shares at $11.00  per share.  The  proceeds  of the
offering  are  expected  to be used to fund  loans,  improve  profitability  and
possible expansion of an additional branch office.

         The common  stock of the  Corporation  is traded on the OTC  electronic
Bulletin  Board under the symbol  "NTNY." The  Corporation is the parent holding
company of Nittany Bank and Nittany  Asset  Management,  Inc.,  a company  which
offers securities  investment services to the community.  Nittany Bank commenced
operations on October 26, 1998 as a newly  chartered bank, and operates from two
offices in State College at 116 College Avenue and 1276 North  Atherton  Street.
Nittany Asset Management, Inc., headquartered at 1276 North Atherton Street, was
formed in May 1999 and began operations in November 1999.


                                       2
<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, thereunto duly authorized.


                                                Nittany Financial Corp.


Date:April 6, 2000                              By:/s/ David Z. Richards
     -----------------------------                 ---------------------------
                                                   David Z.  Richards
                                                   President
                                                   (Chief Executive Officer)



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