In the news release, Notice of Filing Securities Class Action Against Orrstown Financial Services, Inc., Orrstown Bank, and Certain of Their Officers and Directors, issued 25-May-2012 by Chimicles & Tikellis LLP over PR Newswire, we are advised by the law firm that the fourth paragraph, last sentence, the date should read " July 24, 2012" rather than " July 25, 2012" as originally issued inadvertently. The complete, corrected release follows:
Notice of Filing Securities Class Action Against Orrstown Financial Services, Inc., Orrstown Bank, and Certain of Their Officers and Directors
HAVERFORD, Pa., May 25, 2012 /PRNewswire/ -- Chimicles & Tikellis LLP today announced that a securities class action lawsuit has been commenced in the United States District Court for the Middle District of Pennsylvania on behalf of two classes of purchasers of Orrstown Financial Services, Inc. (" Orrstown" or the "Company") (NASDAQ: ORRF): those who (1) purchased Orrstown securities pursuant and/or traceable to the Company's Registration Statement and Prospectus (collectively "Offering Documents") issued in connection with its offering of common stock on March 24, 2010 (the "March 2010 Offering"); and/or (2) purchased Orrstown securities on the open market anytime between March 24, 2010 and October 27, 2011 (the "Class Period"). Defendants in this class action are Orrstown, Orrstown Bank (the "Bank") for which Orrstown is the holding company, and certain officers and directors of Orrstown and the Bank, namely, Anthony F. Ceddia, Jeffrey W. Coy, Mark K. Keller, Andrea Pugh, Thomas R. Quinn, Jr., Gregory A. Rosenberry, Kenneth R. Shoemaker, Glenn W. Snoke, John S. Ward, and Joel R. Zullinger (collectively "Defendants").
The action was brought against Defendants for violations of the Securities Act of 1933 and the Securities and Exchange Act of 1934. The complaint alleges that the Offering Documents for the March 2010 Offering were negligently prepared and failed to disclose material information about Orrstown's loan portfolio, underwriting practices, and internal controls. The complaint further alleges that Orrstown knowingly and/or recklessly continued to make false and misleading statements after the March 2010 Offering concerning the quality of Orrstown's loan portfolio, internal controls and lending practices while simultaneously assuring the investing public about the quality of Orrstown's management, underwriting procedures, and internal controls.
On October 27, 2011, Orrstown announced that the Federal Reserve Bank of Philadelphia, one of the Bank's primary regulators, refused to authorize Orrstown's requested declaration of quarterly dividends. The Federal Reserve took this step to prevent the Company from engaging in an unsafe and unsound banking practice which would further deplete the Company's capital base. In addition, the Company reported it had $9.4 million of charge-offs in that quarter alone and that there were "decreases in asset quality ratios, including elevated levels of nonaccrual loans, restructured loans and delinquencies." The October 27, 2011 disclosures, along with those made in July 2011, revealed that the Bank's prior representations were false and misleading as the loan portfolio was severely impaired and its underwriting and management lead loan approval process was inadequate resulting in the outsourcing of its loan review process to an independent party. After these disclosures, the market corrected its valuation of Orrstown such that the stock price plummeted indicating that Defendants' false assurances had caused Orrstown to trade at artificially high prices throughout the Class Period.Plaintiff seeks to recover damages on behalf of all Class members who purchased or otherwise acquired Orrstown securities during the Class Period. If you purchased or otherwise acquired Orrstown securities during the Class Period, and either lost money on the transaction or still hold the shares, you may wish to join in this action to serve as lead plaintiff. In order to do so, you must meet certain requirements set forth in the applicable law and file appropriate papers no later than July 24, 2012. A "lead plaintiff" is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as lead plaintiff. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Chimicles & Tikellis LLP, or other counsel of your choice, to serve as your counsel in this action.
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