SEC Company Response from ORRSTOWN FINANCIAL SERVICES INC (ORRF) (CIK 0000826154) (ORRF) — Jan 19, 2016
ORRSTOWN FINANCIAL SERVICES INC (ORRF) (CIK 0000826154)
Date: Jan. 19, 2016 · CIK: 0000826154 · Accession: 0000946275-16-000218
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-184166
Referenced dates: January 6, 2016
Letter
VIA EDGAR Office of Financial Services Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Orrstown Financial Services, Inc. Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 File No. 333-184166
Dear Mr. Windsor:
On behalf of the captioned Registrant, we are filing herewith Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (“Pre-Effective Amendment No. 2”). Pre-Effective Amendment No. 1 reflects the Registrant’s responses to the staff letter of comment, dated January 6, 2016. For ease of reference, each of the comments contained in the staff letter of comment are set forth below followed by the Registrant’s responses thereto.
General
1. We note the statement in the first paragraph of the legality opinion filed as Exhibit 5.1 that the shares of Preferred Stock may be issued in the form of Depositary Shares. Please revise the Fee Table to include the Depositary Shares, and please address the Depositary Shares in the section entitled “Description of Capital Stock.”
References to Depositary Shares have been removed from the Registration Statement and Exhibit 5.1 as the Registrant does not intend to offer or sell Depositary Shares.
Christian Windsor, Esq.
Special Counsel
January 19, 2016
Page
Exhibit 5.1
2.
Please have counsel review the legality opinion filed as Exhibit 5.1 to cover all the securities being registered. For example, counsel must provide an opinion with respect to the Depositary Shares and the Units. Please file a new legality opinion that provides such opinions. For guidance, refer to Section II.B.1 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. Please note that we have not marked the changes to the legality opinion filed herewith as we consider it a new legal opinion separate and distinct from the original opinion previously filed as Exhibit 5.1 to the Form S-3. Please also note our response to Comment No. 1, above, regarding Depositary Shares.
3.
We note that counsel has indicated, in paragraphs c. – g. of the opinion, that it is not expressing an opinion regarding the impact of portions of the indenture, or the impact of acceleration of any debt, upon whether the debt is a binding contractual obligation of Orrstown. Please tell us, with specificity, which portions, if any, of the indenture (filed as Exhibit 4.3) give rise to the need to include these limitations on the opinion. Also, please provide an analysis as to how you concluded that the opinion provided was consistent with the requirements of Item 601(b)(5) of Regulation S-K.
A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. The new opinion is consistent with the requirements of Item 601(b)(5) of Regulation S-K with respect to the Debt Securities constituting legally valid and binding obligations of the Company. Please see paragraph (c) of the legality opinion filed herewith.
We hope that the foregoing is responsive to the staff’s letter of comment. Please contact the undersigned at the above number if you have any questions or additional comments. Thank you.
Sincerely,
/s/ John J. Spidi
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corresp_011916-0489.htm
January 19, 2016
VIA EDGAR
Christian Windsor, Esq.
Special Counsel
Office of Financial Services
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Orrstown Financial Services, Inc.
Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 File No. 333-184166
Dear Mr. Windsor:
On behalf of the captioned Registrant, we are filing herewith Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (“Pre-Effective Amendment No. 2”). Pre-Effective Amendment No. 1 reflects the Registrant’s responses to the staff letter of comment, dated January 6, 2016. For ease of reference, each of the comments contained in the staff letter of comment are set forth below followed by the Registrant’s responses thereto.
General
1. We note the statement in the first paragraph of the legality opinion filed as Exhibit 5.1 that the shares of Preferred Stock may be issued in the form of Depositary Shares. Please revise the Fee Table to include the Depositary Shares, and please address the Depositary Shares in the section entitled “Description of Capital Stock.”
References to Depositary Shares have been removed from the Registration Statement and Exhibit 5.1 as the Registrant does not intend to offer or sell Depositary Shares.
Christian Windsor, Esq.
Special Counsel
January 19, 2016
Page
Exhibit 5.1
2.
Please have counsel review the legality opinion filed as Exhibit 5.1 to cover all the securities being registered. For example, counsel must provide an opinion with respect to the Depositary Shares and the Units. Please file a new legality opinion that provides such opinions. For guidance, refer to Section II.B.1 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. Please note that we have not marked the changes to the legality opinion filed herewith as we consider it a new legal opinion separate and distinct from the original opinion previously filed as Exhibit 5.1 to the Form S-3. Please also note our response to Comment No. 1, above, regarding Depositary Shares.
3.
We note that counsel has indicated, in paragraphs c. – g. of the opinion, that it is not expressing an opinion regarding the impact of portions of the indenture, or the impact of acceleration of any debt, upon whether the debt is a binding contractual obligation of Orrstown. Please tell us, with specificity, which portions, if any, of the indenture (filed as Exhibit 4.3) give rise to the need to include these limitations on the opinion. Also, please provide an analysis as to how you concluded that the opinion provided was consistent with the requirements of Item 601(b)(5) of Regulation S-K.
A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1. The new opinion is consistent with the requirements of Item 601(b)(5) of Regulation S-K with respect to the Debt Securities constituting legally valid and binding obligations of the Company. Please see paragraph (c) of the legality opinion filed herewith.
We hope that the foregoing is responsive to the staff’s letter of comment. Please contact the undersigned at the above number if you have any questions or additional comments. Thank you.
Sincerely,
/s/ John J. Spidi
John J. Spidi
Enclosures
cc: David Lin, Division of Corporation Finance
Thomas R. Quinn, Jr., President and CEO
David P. Boyle, Executive Vice President and CFO
Joan S. Guilfoyle, Esq.