UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania | 25-1450605 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
1 South Second Street P.O. Box 42 Clearfield, Pennsylvania |
16830 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on
which | |
Depositary Shares Each Representing 1/40th of a Share of 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, no par value per share |
The NASDAQ Stock Market LLC | |
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this Form relates:
333-236018
Item 1. | Description of Registrants Securities to be Registered. |
The securities to be registered hereby are depositary shares (the Depositary Shares) of CNB Financial Corporation, a Pennsylvania corporation (the Corporation), each representing a 1/40th interest in a share of the Corporations 7.125% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000 per share (equivalent to $25.00 per Depositary Share). The descriptions set forth under the captions Description of the Preferred Stock and Description of the Depositary Shares in the prospectus supplement dated August 20, 2020 relating to the Depositary Shares, filed with the Securities and Exchange Commission on August 21, 2020 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to the prospectus in the Registration Statement on Form S-3 (File No. 333-236018) of the Registrant, dated June 25, 2020, are each incorporated herein by reference.
Item 2. | Exhibits. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
CNB FINANCIAL CORPORATION | ||
By: | /s/ Tito L. Lima | |
Tito L. Lima | ||
Treasurer |
Date: August 25, 2020