-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GMwloBw/FXZtsvPaiwObnuiidNtqUG50WXNjnF4HbB63R6JUtkp7e9P9CpcMKBna 6D5n6IhvCkYRY0PJNeBEhg== 0000950152-05-007165.txt : 20050822 0000950152-05-007165.hdr.sgml : 20050822 20050822130300 ACCESSION NUMBER: 0000950152-05-007165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050819 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS & NORTHERN CORP CENTRAL INDEX KEY: 0000810958 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232451943 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16084 FILM NUMBER: 051040367 BUSINESS ADDRESS: STREET 1: 90-92 MAIN ST CITY: WELLSBORO STATE: PA ZIP: 16901 BUSINESS PHONE: 7172656171 MAIL ADDRESS: STREET 1: 90-92 MAIN ST CITY: WELLSBORO STATE: PA ZIP: 16901 8-K 1 l15729ae8vk.txt CITIZENS & NORTHERN CORPORATION 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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 19, 2005 --------------- CITIZENS & NORTHERN CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-16084 23-2451943 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 90-92 Main Street, Wellsboro, PA 16901 - ---------------------------------------- --------- (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (570) 724-3411 -------------- N/A ------------------------------------------------------------- (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: ( ) 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)) SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS Citizens & Northern Corporation ("C&N") announced a plan to repurchase shares of the Company's outstanding common stock up to a total of $3 million over a time period ending August 31, 2006. C&N's Board of Directors authorized repurchases from time to time at the prevailing market prices in open market or in privately negotiated transactions as, in management's sole opinion, market conditions warrant and based on stock availability, price and the Company's financial performance. It is anticipated that such purchases will be made during the next twelve months, although no assurance may be given when such purchases will be made or the total number of shares that will be purchased. Also, C&N announced that all required regulatory approvals have been received related to the pending acquisition of Canisteo Valley Corporation, and that management anticipates the transaction will close before the end of the third quarter 2005. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS Exhibit 99 - Press Release issued by C&N dated August 19, 2005, titled "Citizens & Northern Announces Stock Repurchase Program and Final Approval of Acquisition." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. CITIZENS & NORTHERN CORPORATION Date: 8/19/05 By: /s/ Craig G. Litchfield ------------------------------- Name: Craig G. Litchfield Title: Chairman, President and Chief Executive Officer 2 EX-99 2 l15729aexv99.txt EXHIBIT 99 EXHIBIT 99 CITIZENS & NORTHERN CORPORATION logo CITIZENS & NORTHERN ANNOUNCES STOCK REPURCHASE PROGRAM AND FINAL APPROVAL OF ACQUISITION FOR IMMEDIATE RELEASE: - --------------------- WELLSBORO, PA --- August 19, 2005 Craig G. Litchfield, Chairman, President & CEO of Citizens & Northern Corporation (Nasdaq SC: CZNC) has announced that the Company's Board of Directors authorized a plan to repurchase shares of the Company's outstanding common stock up to a total of $3 million over a time period ending August 31, 2006. Repurchases are authorized to be made by Citizens & Northern Corporation from time to time at the prevailing market prices in open market or in privately negotiated transactions as, in management's sole opinion, market conditions warrant and based on stock availability, price and the Company's financial performance. It is anticipated that such purchases will be made during the next twelve months, although no assurance may be given when such purchases will be made or the total number of shares that will be purchased. Based on the reported closing price of $26.85 on August 17, 2005, if the Company were to purchase the full $3 million amount, it would result in a total repurchase of 111,731 shares, which would be 1.4% of the current total shares outstanding. The repurchase of shares will allow Citizens & Northern Corporation to manage its capital position more effectively and provide added liquidity for stockholders. In an unrelated matter, Craig Litchfield announced that all required regulatory approvals have been received related to Citizens & Northern Corporation's pending acquisition of Canisteo Valley Corporation. The shareholders of Canisteo Valley Corporation had voted in favor of the transaction in July 2005. Litchfield reported that management anticipates the transaction will close before the end of the third quarter 2005. Canisteo Valley Corporation is the parent company of First State Bank; a New York State chartered commercial bank with two offices in Steuben County, NY, and assets of $42.4 million as of June 30, 2005. Citizens & Northern Corporation is $1.133 billion bank holding company headquartered in Wellsboro, Pennsylvania. Banking services are provided by its subsidiary, Citizens & Northern Bank, from 20 banking offices in Bradford, Lycoming, Sullivan and Tioga Counties in Pennsylvania. Investment and insurance products are offered through the bank's subsidiary, C&N Financial Services Corporation. Citizens & Northern Corporation stock trades on the Nasdaq Small Cap National Market under the symbol CZNC. 3 This press release contains forward-looking statements, which are not historical facts and pertain to future operating results. These forward-looking statements are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to statements about our plans, objectives, expectations, and intentions and other statements contained in the press release that are not historical facts. When used in this press release, the words "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or words of similar meaning, or future or conditional verbs, such as "will", "would", "should", "could", or "may" are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements. We do not undertake to update any forward-looking statement that may be made by the Company from time to time. Contact: Mark A. Hughes Treasurer CITIZENS & NORTHERN CORPORATION 570-724-8533 www.cnbankpa.com 4 -----END PRIVACY-ENHANCED MESSAGE-----