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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2015

CITIZENS FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	0-13222	23-2265045
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

15 South Main Street, Mansfield, Pennsylvania	16933
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (570) 662-2121

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 (see General Instruction A.2. below):

¨           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))

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Item 8.01                      Other Events.

On November 10, 2015, Citizens Financial Services, Inc. and The First National Bank of Fredericksburg (“FNB”) issued a joint press release announcing that the stockholders of FNB have approved Citizens’ pending acquisition of FNB.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit 99.1 Joint Press Release dated November 10, 2015.

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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.

	Citizens Financial Services, Inc.
Date:  November 10, 2015	By:	/s/ Randall E. Black
		Randall E. Black
		President and Chief Executive Officer

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EX-99.1

**JOINT PRESS RELEASE**

Contacts:

Randall E. Black

President and Chief Executive Officer

Citizens Financial Services, Inc.

(570) 662-2121

Rodney P. Seidel

President and Chief Executive Officer

The First National Bank of Fredericksburg

(717) 202-2255

Stockholders of The First National Bank of Fredericksburg Approve

Bank’s Pending Acquisition by Citizens Financial Services, Inc.

Mansfield and Fredericksburg, PA; November 10, 2015.  Citizens Financial Services, Inc. (OTC Pink “CZFS”), the holding company for First Citizens Community Bank (“FCCB”), and The First National Bank of Fredericksburg (“FNB”) announced today that at a special meeting of stockholders held earlier today, FNB’s stockholders overwhelmingly approved the pending merger of FNB with and into FCCB.

All bank regulatory and stockholder approvals have been received to close the proposed transaction, which is expected to occur on or about December 11, 2015, subject to the satisfaction of customary closing conditions.

Citizens Financial Services, Inc.

Citizens Financial Services, Inc. is the bank holding company for First Citizens Community Bank, a Pennsylvania-chartered commercial bank.  First Citizens Community Bank operates 18 full-service offices in Pennsylvania and New York.  For more information about Citizens Financial Services, Inc. and First Citizens Community Bank, visit its website at www.firstcitizensbank.com.

The First National Bank of Fredericksburg

The First National Bank of Fredericksburg operates seven full-service offices in Fredericksburg, Friedensburg, Lebanon (3 offices), Mt. Aetna and Schuylkill Haven.  FNB’s stock is not publicly traded.  For more information about The First National Bank of Fredericksburg, visit its website at www.fnbankonline.com.

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Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act relating to the proposed merger. 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. Among the factors that could cause actual results to differ materially from forward-looking statements contained in this press release are the ability to meet the closing conditions to the proposed merger on the expected terms and schedule and delay in closing the merger.  Citizens undertakes no obligation to revise these forward-looking statements or to reflect changes in events or circumstances after the date o

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