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 (Date of earliest event reported): November 15, 2013

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)

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

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

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

CURRENT REPORT ON FORM 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 15, 2013, the Corporation held a special meeting of shareholders. A total of 3,087,406 shares of the Corporation's common stock were entitled to vote as of September 27, 2013, the record date for the special meeting. There were 2,696,805 shares present in person or by proxy at the special meeting, at which the shareholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the shareholders at the special meeting, and the final voting results of each such proposal.

Proposal No. 1 – Approval and Adoption of the Agreement and Plan of Merger

The shareholders voted to approve and adopt the Agreement and Plan of Merger, dated as of June 28, 2013, as amended, by and between the Corporation and Penseco Financial Services Corporation, which provides, among other things, for the merger of Penseco with and into the Corporation, and the conversion of each share of Penseco common stock immediately outstanding prior to the merger into 1.3636 shares of the Corporation’s common stock, all as described in the accompanying documents, and transactions in connection therewith. The results of the vote were as follows:

For	Against	Abstaining	Broker Non-Votes
2,316,916	209,557	5,841	164,491

Proposal No. 2 – The Approval and Adoption of an amendment to Article 4 of the Corporation’s Articles of Incorporation

The shareholders voted to approve and adopt an amendment to Article 4 of the Corporation’s Articles of Incorporation to increase the number of authorized shares of the Corporation’s common stock, $2.00 par value per share, from 12,500,000 shares to 25,000,000 shares. The results of the vote were as follows:

For	Against	Abstaining	Broker Non-Votes
2,425,389	233,491	19,569	18,356

Proposal No. 3 – The Approval of the Golden Parachute Compensation

The shareholders voted to approve on an advisory (non-binding) basis the golden parachute compensation payable to the named executive officers of the Corporation and Penseco in connection with the merger. The results of the vote were as follows:

For	Against	Abstaining	Broker Non-Votes
1,953,576	422,340	156,398	164,491

Proposal No. 4 – Adjourn or Postpone the special meeting

The shareholders voted to approve a proposal to adjourn or postpone the special meeting of shareholders, if more time is needed, to allow the Corporation time to solicit additional votes in favor of the merger agreement and the amendment to the articles of incorporation. The results of the vote were as follows:

For	Against	Abstaining	Broker Non-Votes
2,420,050	256,002	20,750	0

Item 7.01 Regulation FD Disclosure

On November 15, 2013, the Corporation issued a press release regarding the voting results of the special meeting. A copy of the press release is included in this report as Exhibit 99.1  and is furnished herewith.

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 Number Description

99.1 Press release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	PEOPLES FINANCIAL SERVICES CORP.
	(Registrant)
Dated: November 15, 2013	/s/ Alan W. Dakey
	Alan W. Dakey
	President & Chief Executive Officer
Dated: November 15, 2013	/s/ Scott A. Seasock
	Scott A. Seasock
	Senior Vice President/CFO

EXHIBIT INDEX

EXHIBIT NO.

99.1 Press release

EX-99.1

Exhibit Number :

99.1

FOR IMMEDIATE RELEASE

Contacts: Alan W. Dakey

President and CEO

Peoples Financial Services Corp.

(570) 879-6110

PEOPLES FINANCIAL SERVICES CORP.

SHAREHOLDERS APPROVE MERGER WITH

PENSECO FINANCIAL SERVICES CORPORATION

November 15, 2013 Hallstead, PA – Alan W. Dakey, President and CEO of Peoples Financial Services Corp. (“Peoples”), the holding company of Peoples Neighborhood Bank, announced today that the shareholders of Peoples overwhelmingly approved the merger of Peoples and Penseco Financial Services Corp. (“Penseco”). The consummation of the merger remains subject to the approval of Penseco’s shareholders and the satisfaction of other closing conditions. Peoples and Penseco have already received regulatory approval 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.

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”) 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, Peoples claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Peoples cautions 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’ operations, pricing, products and services and other factors that may be described in Peoples’ 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 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 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.