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): April 30, 2018
CB FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
| Pennsylvania | 001-36706 | 51-0534721 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 100 North Market Street, Carmichaels, Pennsylvania | 15320 |
| (Address of Principal Executive Offices) | (Zip Code) |
(724) 966-5041
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| 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: | ||
| [ ] | 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 8.01. Other Events.
On April 30, 2018, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
| CB FINANCIAL SERVICES, INC. | ||
| Date: April 30, 2018 | By: | /s/ Kevin D. Lemley |
| Kevin D. Lemley | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
CB Financial Services, Inc. Completes Merger with First West Virginia Bancorp, Inc.
CARMICHAELS, Pa., April 30, 2018 (GLOBE NEWSWIRE) -- CB Financial Services, Inc. (“CB”) (Nasdaq:CBFV), the holding company for Community Bank, announced today that it has completed its merger with First West Virginia Bancorp, Inc. (“FWVB”) (OTCQX:FWVB), the holding company for Progressive Bank, National Association (“Progressive Bank”), effective after the close of business today. FWVB has been merged with and into CB, with CB as the surviving entity, and Progressive Bank has been merged with and into Community Bank, with Community Bank as the surviving entity.
With the closing of the merger, CB now has 5,414,099 shares of common stock outstanding.
“This is a banner day for both banks. Community Bank and Progressive Bank have been working together for several months to assure that the combination of our banks will go well,” said Barron P. McCune, Jr., Vice Chairman and Chief Executive Officer. “Together we will make a better bank. We look forward to continuing our outstanding personal service to the people of the Ohio Valley and our other markets.”
Effective as of the completion of the transaction, former FWVB Directors William G. Petroplus, Roberta Robinson Olejasz and Jonathan A. Bedway have been appointed to the Boards of Directors of CB and Community Bank.
Keefe, Bruyette & Woods, Inc. acted as financial advisor to CB, and Luse Gorman, PC served as legal counsel. D.A. Davidson & Co. acted as financial advisor to FWVB, and Bowles Rice LLP served as legal counsel.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates sixteen offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in Southwestern Pennsylvania, seven offices in Brooke, Marshall, Ohio, Upshur and Wetzel Counties in West Virginia, and one office in Belmont County in Ohio.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. CB undertakes no obligation to revise these forward-looking statements or to reflect changes in events or circumstances after the date of this press release.
Contact:
Barron P. “Pat” McCune, Jr., Vice Chairman and CEO
Patrick G. O’Brien, President
(724) 225-2400