0000739421-20-000025.txt : 20200422 0000739421-20-000025.hdr.sgml : 20200422 20200422104031 ACCESSION NUMBER: 0000739421-20-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200417 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200422 DATE AS OF CHANGE: 20200422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0000739421 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232265045 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13222 FILM NUMBER: 20806927 BUSINESS ADDRESS: STREET 1: 15 S MAIN ST CITY: MANSFIELD STATE: PA ZIP: 16933 BUSINESS PHONE: 570-662-0444 MAIL ADDRESS: STREET 1: 15 S MAIN ST CITY: MANSFIELD STATE: PA ZIP: 16933 8-K 1 midcoastmerger.htm FCCB COMPLETED MERGER OF MIDCOAST
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):  April 17, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:
         
(Title of Each Class)
  
(Trading Symbol(s))
  
(Name of Each Exchange on Which Registered)

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ◻

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 standards provided pursuant to Section 13(a) of the Exchange Act.  ◻


Item 2.01
Completion of Acquisition or Disposition of Assets.

Effective April 17, 2020, Citizens Financial Services, Inc. (“Citizens”), the holding company for First Citizens Community Bank (“FCCB”), completed its acquisition of MidCoast Community Bancorp, Inc. (“MidCoast”), the holding company for MidCoast Community Bank (“MCB”), pursuant to the previously filed Agreement and Plan of Merger by and between Citizens and MidCoast dated as of September 18, 2019, as amended (the “Merger Agreement”).  Before the April 17, 2020 effective date and in accordance with the Merger Agreement, Citizens organized CZFS Acquisition Company, LLC (“CZFS LLC”), a Pennsylvania limited liability company, as a wholly-owned direct subsidiary of Citizens and contributed all of FCCB’s outstanding common stock to CZFS LLC in exchange for all of the membership interests in CZFS LLC.  Thereafter on April 17, 2020, MidCoast merged with and into CZFS LLC, with CZFS LLC as the surviving entity (the “Merger”), and immediately thereafter MCB merged with and into FCCB, with FCCB as the surviving institution (the “Bank Merger”).  In accordance with the Merger Agreement, each share of MidCoast common stock that was outstanding at the effective time of the Merger was converted into the right to receive, at the election of the holder, either $6.50 in cash, without interest, 0.1065 shares of Citizens common stock, 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 Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Appendix A to Citizen’s Definitive Prospectus filed with the Securities and Exchange Commission on January 27, 2020 pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended, and incorporated herein by reference.

On April 17, 2020, Citizens issued a press release to announce the completion of the Merger and the Bank Merger.  For additional information, reference is made to the press release which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.                          Financial Statements and Other Exhibits.

(d)
Exhibits



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.
  
       
April 22, 2020
By:
/s/ Randall E. Black
  
    Randall E. Black
  
    Chief Executive Officer and President
  
       



EX-99.1 2 midcoastpressrelease.htm CZFS COMPLETES MERGER WITH MIDCOAST
**PRESS RELEASE**


Contact:

Randall E. Black
Chief Executive Officer  and President
(724) 225-2400

Citizens Financial Services, Inc. Completes Acquisition
of MidCoast Community Bancorp, Inc.

Mansfield, PA; April 17, 2020.  Citizens Financial Services, Inc. (“Citizens”) (OTC Pink “CZFS”), the holding company for First Citizens Community Bank (“FCCB”), announced today the completion of its acquisition of MidCoast Community Bancorp, Inc. (“MidCoast”), the holding company for MidCoast Community Bank (“MCB”), effective after the close of business today.  MidCoast merged with Citizens and MCB merged with FCCB, with Citizens and FCCB the resulting institutions.

In accordance with the merger agreement, MidCoast shareholders were permitted to elect to receive either 0.1065 shares of Citizens common stock, $6.50 in cash, or a combination of cash and shares of Citizens common stock for each share of MidCoast common stock owned, subject to proration and allocation to ensure that 75% of the shares of MidCoast common stock outstanding immediately before the completion of the merger 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 April 8, 2020.  Based on the election results and the merger agreement, MidCoast shareholders are entitled to receive the following merger consideration in exchange for their shares of MidCoast common stock:

•
Shareholders who made a valid all-stock election are entitled to receive 0.1065 shares of Citizens common stock for each of their shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest;
•
Cash elections were oversubscribed.  Shareholders who made a valid all-cash election or a valid mixed stock/cash election are entitled to receive $6.50 in cash, without interest, for approximately 55% of their shares of MidCoast common stock for which they made a valid cash election and 0.1065 shares of Citizens common stock for each of their remaining shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest; or
•
Shareholders who made no election or an invalid election are entitled to receive 0.1065 shares of Citizens common stock for each of their shares of MidCoast common stock, plus cash in lieu of a fractional share based on a price of $61.00 per share, without interest.


Citizens issued 373,356 shares of common stock as consideration in the merger and now has 3,879,365 shares of common stock outstanding as a result of the completion of the merger.

Broadridge Corporate Issuer Solutions, Inc., Citizens’ election/exchange agent, will mail to MidCoast shareholders a letter of transmittal in order to surrender their MidCoast stock certificates, if any, in exchange for the merger consideration that they are entitled to receive.  MidCoast shareholders with questions regarding their individual election results should contact Broadridge Corporate Issuer Solutions, Inc., at 1-855-793-5068 (toll-free).

Janney Montgomery Scott LLC acted as financial advisor to Citizens, and Luse Gorman, PC served as legal counsel.  Boenning & Scattergood, Inc. acted as financial advisor to MidCoast, and Barley Snyder LLP served as legal counsel.

Citizens Financial Services, Inc. is the bank holding company for First Citizens Community Bank, a Pennsylvania-chartered commercial bank.  FCCB operates 31 full-service branch offices in Pennsylvania, Delaware 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.