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): December 11, 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 2.01.                      Completion of Acquisition or Disposition of Assets.

Effective December 11, 2015, First Citizens Community Bank (“FCCB”), the wholly-owned subsidiary of Citizens Financial Services, Inc. (“Citizens”), and The First National Bank of Fredericksburg (“FNB”) merged, in accordance with an Agreement and Plan of Merger dated as of June 30, 2015 by and among Citizens, FCCB and FNB (the “Merger Agreement”).  FNB merged with and into FCCB, with FCCB as the surviving/resulting institution.  Each share common stock of FNB outstanding at the effective time of the merger was converted into the right to receive, at the election of the holder, either $630.00 in cash, 12.6000 shares of common stock of Citizens, or a combination of cash and shares of Citizens common stock, subject to the allocation and proration procedures contained in the Merger Agreement.  The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is Exhibit 2.1 hereto and is incorporated herein by reference.

On December 11, 2015, Citizens issued a press release announcing the completion of the merger.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02. Departure of Directors; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, and effective as of the completion of the merger described in Item 2.01 above, Citizens appointed former FNB Director Alletta M. Schadler to Citizens’ Board of Directors for a term expiring in 2016 and FCCB appointed Ms. Schadler to its Board of Directors for a term expiring in 2016.  There are no arrangements or understandings between Ms. Schadler and any other person pursuant to which she was appointed as a Director of Citizens and FCCB.  Ms. Schadler serves as a member of the Audit and Examination Committee and the Compensation/Human Resources Committee of each of Citizens’ Board of Directors and FCCB’s Board of Directors.

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Item 9.01.                      Financial Statements and Other Exhibits.

(a)   Financial Statements of Businesses Acquired

Citizens intends to file any financial statements required by this Item 9.01(a) under cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K must be filed.

(b)   Pro Forma Financial Information

Citizens intends to file any pro forma financial information required by this Item 9.01(b) under cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K must be filed.

(c)   Shell Company Transactions

Not applicable.

(d)   Exhibits

2.1 Agreement and Plan of Merger dated as of June 30, 2015 (incorporated by reference to Citizens’ Current Report on Form 8-K, filed on July 1, 2015)

99.1 Press Release dated December 11, 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:  December 11, 2015	By:	/s/ Randall E. Black
		Randall E. Black
		President and Chief Executive Officer

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EX-99.1

**PRESS RELEASE**

Contact:

Randall E. Black

President and Chief Executive Officer

(724) 225-2400

Citizens Financial Services, Inc. Completes Acquisition of The First National Bank of Fredericksburg, and Announces Final Stock/Cash Merger Consideration Election Results

Mansfield, PA; December 11, 2015.  Citizens Financial Services, Inc. (“Citizens”) (OTC Pink “CZFS”), the holding company for First Citizens Community Bank (“FCCB”), announced today that it completed the acquisition of The First National Bank of Fredericksburg (“FNB”), effective after the close of business today.  FNB has merged with and into FCCB, with FCCB as the resulting institution.

“We’re pleased to welcome FNB to our family,” stated Randall E. Black, CEO and President.  “As one of the top performing Community Banks in the nation, we believe that we can make a difference in the lives of the people and businesses in the Lebanon Valley and in Schuylkill County.”

Upon completion of the merger, former FNB Director Alletta M. Schadler was appointed to the Boards of Directors of Citizens and FCCB.

In accordance with the merger agreement, FNB stockholders were permitted to elect to receive either $630.00 in cash, 12.6000 shares of Citizens common stock or a combination of cash and shares of Citizens common stock for each share of FNB common stock owned, subject to proration and allocation to ensure that 75% of the shares of FNB common stock outstanding immediately before closing were exchanged for shares of Citizens common stock and 25% were exchanged for cash, as required by the merger agreement.  The election deadline was 5:00 p.m., Eastern Time, on December 2, 2015.  Based on the 35,628 shares of FNB common stock outstanding as of the effective time of the merger, the final election results are as follows:

·   the holders of 16,291 shares of FNB common stock (approximately 45.7% of outstanding shares) validly elected to receive stock;

·   the holders of 16,666 shares of FNB common stock (approximately 46.8% of outstanding shares) validly elected to receive cash; and

·   the holders of 2,671 shares of FNB common stock (approximately 7.5% of outstanding shares) did not make an election.

Applying the allocation and proration procedures specified in the merger agreement to these elections results:

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·   FNB stockholders who made a valid stock election with respect to their shares of FNB common stock will receive 12.6000 shares of Citizens common stock for each of their shares, plus cash in lieu of any fractional share of Citizens common stock;

·   Cash elections were oversubscribed, so FNB stockholders who made a valid cash election with respect to their shares of FNB common stock will receive $630.00 per share in cash for approximately 71.5% of their shares and 12.6000 shares of Citizens common stock for each of their remaining shares, plus cash in lieu of any fractional share of Citizens common stock; and

·   FNB stockholders who made no election will receive 12.6000 shares of Citizens common stock for each of their shares, plus cash in lieu of any fractional share of Citizens common stock.

Cash in lieu of a fractional share of Citizens common stock will be paid based on a price of $46.93 per share of Citizens common stock.

FNB stockholders will receive a letter of transmittal in order to surrender their FNB stock certificates in exchange for the merger consideration to which each individual stockholder is entitled to receive.  FNB stockholders with questions regarding their individual election results should contact Citizens’ election/exchange agent, Broadridge Corporate Issuer Solutions, Inc., at 1-855-793-5068 (toll-free).

Sandler O’Neill & Partners, L.P. acted as financial advisor to Citizens, and Luse Gorman, PC served as legal counsel to Citizens.  Boenning & Scattergood, Inc. acted as financial advisor to FNB and rendered a fairness opinion to the Board of Directors of FNB in connection with the transaction, and Rhoads & Sinon LLP served as legal counsel to FNB.

Citizens Financial Services, Inc. is the bank holding company for First Citizens Community Bank, a Pennsylvania-chartered commercial bank.  FCCB operates 25 full-service offices in Pennsylvania and New York.  For more information about Citizens and FCCB, visit its website at www.firstcitizensbank.com.

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.  Citizens undertakes no obligation to revise these forward-looking statements or to reflect changes in events or circumstances after the date of this press release.

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