8-K

UNITED STATES

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: November 1, 2013

(Date of earliest event reported)

PEOPLES FINANCIAL SERVICES CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-23863	23-2391852
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

82 Franklin Avenue, Hallstead, PA 18822

(Address of principal executive offices) (Zip Code)

(570) 879-2175

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The Registrant issued a press release on November 1, 2013, attached as Exhibit 99.1 and incorporated herein by reference.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events

The information set forth under the captions "Forward Looking Statements" and "Additional Information About the Transaction and Where to Find It" in the press release furnished as Exhibit 99.1 is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Peoples Financial Services Corp., dated November 1, 2013 regarding receipt of regulatory approvals

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.

	PEOPLES FINANCIAL SERVICES CORP.
Date: November 1, 2013	By:	/s/ Alan W. Dakey
	Name:	Alan W. Dakey
	Title:	President/CEO
Date: November 1, 2013	By:	/s/ Scott A. Seasock
	Name:	Scott A. Seasock
	Title:	Senior Vice President/CFO

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Peoples Financial Services Corp., dated November 1, 2013 regarding receipt of regulatory approvals

EX-99.1

EXHIBIT 99.1

JOINT NEWS RELEASE

FOR IMMEDIATE RELEASE

Contacts:	Alan W. Dakey	Craig W. Best
	President and CEO	President and CEO
	Peoples Financial Services Corp.	Penseco Financial Services Corporation
	(570) 879-6110	(570) 346-7741

PEOPLES FINANCIAL SERVICES CORP.

AND

PENSECO FINANCIAL SERVICES CORPORATION

ANNOUNCE RECEIPT OF REGULATORY APPROVALS

November 1, 2013 Hallstead, PA, Scranton, PA — Alan W. Dakey, President and CEO of Peoples Financial Services Corp. ("Peoples"), the holding company of Peoples Neighborhood Bank, and Craig W. Best, President and CEO of Penseco Financial Services Corporation ("Penseco"), the holding company of Penn Security Bank & Trust Company, announced today that regulatory approvals have been received from the Federal Reserve Board of Philadelphia, the Federal Deposit Insurance Corporation, and the Pennsylvania Department of Banking and Securities for the proposed merger of Penseco and Peoples. The consummation of the merger remains subject to the approval of Peoples' and Penseco's shareholders and the satisfaction of other closing conditions. Peoples will hold its special meeting of shareholders to vote on the merger on November 15, 2013 at 10:00 AM at American Legion Post 357, 612 New York Avenue, Hallstead, Pennsylvania. Penseco will hold its special meeting of shareholders to vote on the merger on November 21, 2013 at 2:00 PM at the Hilton Scranton and Conference Center, 100 Adams Avenue, Scranton, Pennsylvania. Peoples and Penseco anticipate the merger will be consummated in the fourth quarter of 2013.

###

We make statements in this press release, and we may from time to time make other statements, regarding our outlook or expectations for future financial or operating results and/or other matters regarding or affecting Peoples Financial Services Corp., Peoples Neighborhood Bank, and its subsidiaries (collectively, "Peoples") and Penseco Financial Services Corporation, Penn Security Bank & Trust Company or its subsidiaries (collectively, "Penseco") that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Such forward-looking statements may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "intend" and "potential." For these statements, Penseco and Peoples claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Penseco and Peoples caution you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: prevailing economic and political conditions, particularly in our market area; credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values and competition; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory and technological factors affecting Peoples' and Penseco's operations, pricing, products and services and other factors that may be described in Peoples' and Penseco's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission ("SEC") from time to time.

In addition to these risks, acquisitions and business combinations—such as the business combination currently proposed between Peoples and Penseco—present risks other than those presented by the nature of the business acquired. Acquisitions and business combinations may be substantially more expensive to complete than originally anticipated, and the anticipated benefits may be significantly harder—or take longer—to achieve than expected. As regulated financial institutions, our pursuit of attractive acquisition and business combination opportunities could be negatively impacted by regulatory delays or other regulatory issues. Regulatory and/or legal issues related to the pre-acquisition operations of an acquired or combined business may cause reputational harm to Peoples and Penseco following the acquisition or combination, and integration of the acquired or combined business with ours may result in additional future costs arising as a result of those issues.

The forward-looking statements are made as of the date of this release, and, except as may be required by applicable law or regulation, Peoples and Penseco assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

The following disclosure is made in accordance with Rule 165 of the Securities and Exchange Commission:

Additional Information About The Transaction and Where to Find It

Peoples Financial Services Corporation has filed a registration statement (Registration No. 333-190587) that includes a joint proxy statement/prospectus of Penseco Financial Services Corporation and People Financial Services Corp., and other relevant documents concerning the merger with the SEC. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, WHICH WAS FIRST MAILED TO SHAREHOLDERS ON OR ABOUT OCTOBER 11, 2013, AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors are able to obtain these documents free of charge at the SEC's website, http://www.sec.gov/. In addition, documents filed with the SEC by Penseco Financial Services Corporation will be available free of charge by written request to Mr. Patrick Scanlon, Senior Vice President, Finance Division Head, Penn Security Bank & Trust Company, 150 North Washington Avenue, Scranton, Pennsylvania 18503 or oral request to Mr. Scanlon at (570) 346-7741, extension 2316. Documents filed with the SEC by Peoples Financial Services Corporation will be available free of charge by written request to Scott A. Seasock, Senior Vice President & Chief Financial Officer, 82 Franklin Avenue, Hallstead, PA 18822 or oral request to Scott A. Seasock at (570) 879-6110.

This is not an offer to sell shares of Peoples' securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.