Citizens Financial Services Inc 8-K, filed Apr 22, 2020
Citizens Financial Services Inc (CZFS)
8-K
2020-04-22
For: 2020-04-17
View Original
Added on
April 09, 2026
About this 8-K
Citizens Financial Services Inc filed this 8-K on April 22, 2020, reporting on events of April 17, 2020.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
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)
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Pennsylvania
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0-13222
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23-2265045
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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15 South Main Street, Mansfield, Pennsylvania
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16933
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(Address of Principal Executive Offices)
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(Zip Code)
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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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of Each Class)
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(Trading Symbol(s))
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(Name of Each Exchange on Which Registered)
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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.
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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.
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(d)
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Exhibits
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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. |
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April 22, 2020
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By:
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/s/ Randall E. Black |
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| Randall E. Black |
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| Chief Executive Officer and President |
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**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:
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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;
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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
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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.
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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.