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 - August 1, 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)
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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.
Orrstown Bank announced today that it has entered into a definitive
agreement to purchase an investment management firm based in Carlisle,
Pennsylvania.
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.
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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 August 1, 2005 of Orrstown
Financial Services, Inc.
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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: August 1, 2005 /S/Bradley S. Everly
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Bradley S. Everly
Senior Vice President & CFO
Chief Financial Officer
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Index to Exhibits Found on Page 5
EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed Original
99 News Release, dated August 1, 2005,
of Orrstown Financial Services,
Inc. 6
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Index to Exhibits Found on Page 5
Exhibit 99
Orrstown Financial Services, Inc.
FOR IMMEDIATE RELEASE CONTACT:
Robert J. Gentry
Director of Marketing
717-530-3545 Phone
717-532-4099 Fax
ORRSTOWN BANK ANNOUNCES AGREEMENT TO PURCHASE ASSET MANAGEMENT FIRM
Shippensburg, PA (August 1, 2005) - Orrstown Bank announced today that it
has entered into a definitive agreement to purchase an investment management
firm based in Carlisle, Pennsylvania. The firm, which does business under the
trade name Gibb Financial Services, Inc., will operate as part of Orrstown
Bank's Asset Management Division.
Marlin Gibb of Gibb Financial Services, Inc. is a Registered Representative
through Cadaret Grant, & Co., Inc. with approximately $80 million of assets
under management. Mr. Gibb offers a wide array of investment services to
individuals and businesses located throughout central Pennsylvania. Initially,
it will be operating from its' current location at 16 West Pomfret Street.
Marlin Gibb, a well known resident of Carlisle, is the principal of Gibb
Financial Services, Inc.
Brokerage services are provided through Cadaret, Grant & Co., Inc. member
of NASD and SIPC. Cadaret, Grant has gained a reputation for providing
independent investment consultants with the resources, services, and products
they need to build portfolios based on the client's objectives.
Commenting on the transaction, Kenneth R. Shoemaker, President and Chief
Executive Officer of Orrstown Bank, stated, "We are delighted that Marlin Gibb
has chosen Orrstown Bank to acquire his business, and we will welcome his
clients to our
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growing family of hometown customers. The Gibb Financial Services business is a
perfect fit for Orrstown Bank as we seek to be the provider of choice when it
comes to investment management services. Marlin has built a very successful
business and we hope to continue his tradition of providing competent and
friendly service to his clients."
Marlin Gibb stated, "I'm very excited about the prospect of partnering with
Orrstown Bank. Our customers will benefit from a wider breadth of services from
an organization that focuses on personal attention and investment guidance.
Their exceptional growth and performance through the years gives clear testimony
to their ability to deliver what they promise."
Orrstown Bank's parent company, Orrstown Financial Services, Inc., has over
$570 million in assets and provides a full range of consumer and commercial
financial services to clients located throughout Cumberland and Franklin
Counties in central Pennsylvania. Orrstown Financial Services, Inc.'s stock is
traded in the over-the-counter market under the symbol ORRF.
Mutual funds, annuities, and other investments are not insured by the FDIC or
any other federal government agency, they are not deposits, and are not
obligations of, or guaranteed by, Orrstown Bank or any of its affiliated
entities. These instruments are subject to investment risks, including the
possible loss of value. Securities offered through Registered Representatives
of Cadaret, Grant & Co., Inc., member NASD/SIPC. Orrstown Bank, Orrstown
Financial Services and Cadaret, Grant are separate entities.
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