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)
|
¨
|
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))
|
Item 5.02.
|
Departure of Directors; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(a)
|
Financial Statements of Businesses Acquired
|
(b)
|
Pro Forma Financial Information
|
(c)
|
Shell Company Transactions
|
(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
|
Citizens Financial Services, Inc. | |||
Date: December 11, 2015
|
By:
|
/s/ Randall E. Black | |
Randall E. Black | |||
President and Chief Executive Officer | |||
|
||
|
|
|
|
||
|
·
|
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.
|
·
|
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.
|