Registration No. 333-
As filed with the Securities and Exchange Commission October 22, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Citizens Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania
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23-2265045
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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15 South Main Street
Mansfield, PA 16933
(Address of Principal Executive Offices)
Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan
(Full Title of the Plan)
Copies to:
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Randall E. Black
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Thomas P. Hutton, Esq.
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President and Chief Executive Officer
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Victor L. Cangelosi, Esq.
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Citizens Financial Services, Inc.
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Luse Gorman, PC
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15 South Main Street
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5335 Wisconsin Ave., N.W., Suite 780
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Mansfield, Pennsylvania 16933
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Washington, DC 20015-2035
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(570) 662-2121
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Smaller reporting company ⌧
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Emerging growth company ☐
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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 7(a)(2)(B) of the
Securities Act. ☐
PART I. INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Citizens Financial Services, Inc. 2023 Employee
Stock Purchase Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a)
The Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-41410), filed with the Commission on March 7, 2024;
(b)
The Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 9, 2024 (File No. 001-41410);
(c)
The Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 8, 2024 (File No. 001-41410);
(e)
The description of the Company’s common stock contained in
the Company’s
Registration Statement on Form 8-A filed with the Commission on June 1, 2022 (File No. 001-41410).
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the
filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be
a part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of
this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in
the documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article Fifteenth of the Amended and Restated Articles of Incorporation of Citizens Financial Services, Inc. (For purposes of this Item 6, the “Corporation”) provides as follows:
FIFTEENTH. A. To the extent permitted by the Pennsylvania Business Corporation Law, and any amendments thereto, and sections relating thereto, subject to Federal
regulatory restrictions, the Board of Directors of the Corporation shall cause the Corporation to indemnify any person who was or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any amount paid to the institution itself as a result of an action or suit by or in the right of the Corporation. All expenses incurred in
good faith by or on behalf of the director, officer, employee or agent of the Corporation with respect to any such action, suit, or proceeding shall, upon written request submitted to the Secretary of the Corporation, be advanced to such person by
the Corporation prior to final disposition of such action, suit, or proceeding, subject to any obligation which may be imposed by law or by provision in these Restated Articles of Incorporation, the Bylaws, an agreement or otherwise to repay the
Corporation in certain events.
To the extent permitted by law, the Board of Directors of the Corporation shall cause the Corporation to purchase and maintain insurance on behalf of any person who is or was against any liability asserted against
him or her and incurred by him or her in any such capacity, and arising out of his or her status as such.
B. A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his or her office under Section 1713 of the Pennsylvania Business
Corporation Law (relating to standard
of care and justifiable reliance); and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Exception. The provisions of this section shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to local, State or Federal law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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*
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Attached as Exhibit 5
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**
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Contained in Exhibit 5
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Attached as Exhibit 23.2
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Contained on Signature Page
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Filling Fee Table
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_________________________
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Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 14, 2006 (File No. 001-13222).
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** Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Citizens Financial Services, Inc. (File No.
001-41410), filed by the Company under the Exchange Act on March 9, 2023.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the
Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering;
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
5. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
6. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, Commonwealth of
Pennsylvania, on the 22nd day of October, 2024
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CITIZENS FINANCIAL SERVICES, INC.
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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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(Duly Authorized Representative)
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We, the undersigned directors and officers of Citizens Financial Services, Inc. (the “Company”) hereby appoint Randall E. Black as our true and lawful attorney and agent, to do
any and all things in the Company’s name in the capacities indicated below which said Randall E. Black may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan, including specifically, but not limited
to, power and authority to sign for us in our names in the capacities indicated below the registration statement; and we hereby approve, ratify and confirm all that said Randall E. Black shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on
the date indicated.
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Signatures
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Title
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Date
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| /s/ Randall E. Black |
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Chief Executive Officer, President and Director
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October 22, 2024
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Randall E. Black
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(Principal Executive Officer)
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/s/ Stephen J. Guillaume
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Chief Financial Officer
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October 22, 2024
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Stephen J. Guillaume
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(Principal Financial & Accounting Officer)
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Signatures
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Title
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Date
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| /s/ Robert W. Chappell |
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Director
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October 22, 2024
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Robert W. Chappell
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| /s/ Rinaldo A. DePaola |
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Director
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October 22, 2024
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Rinaldo A. DePaola
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| /s/ Thomas E. Freeman |
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Director
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October 22, 2024
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Thomas E. Freeman
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| /s/ Roger C. Graham, Jr. |
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Director
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October 22, 2024
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Roger C. Graham, Jr.
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| /s/ Janie M. Hilfiger |
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Director
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October 22, 2024
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Janie M. Hilfiger
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| /s/ Mickey L. Jones |
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Director
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October 22, 2024
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Mickey L. Jones
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| /s/ Christopher W. Kunes |
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Director
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October 22, 2024
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Christopher W. Kunes
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| /s/ R. Joseph Landy |
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Director
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October 22, 2024
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R. Joseph Landy
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| /s/ Terry B. Osbourne |
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Director
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October 22, 2024
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Terry B. Osbourne
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| /s/ John P. Painter, II |
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Director
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October 22, 2024
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John P. Painter, II
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| /s/ David Z. Richards, Jr. |
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Director
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October 22, 2024
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David Z. Richards, Jr.
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| /s/ Alletta M. Schadler |
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Director
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October 22, 2024
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Alletta M. Schadler
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LUSE GORMAN, PC
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
October 22, 2024
Board of Directors
Citizens Financial Services, Inc.
15 South Main Street
Mansfield, Pennsylvania 16933
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Re: |
Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan
Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the registration of 100,000 shares of common stock, $1.00 par value per share (the “Shares”), of Citizens
Financial Services, Inc. (the “Company”) to be issued pursuant to the Citizens Financial Services, Inc. 2023 Employee Stock Purchase Plan (the “Plan”).
In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Company’s Registration Statement on
Form S-8 (the “Form S-8”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on the date hereof; (ii) the Certificate of Incorporation of the Company, as amended to
date and currently in effect; (iii) the Bylaws of the Company, as amended to date and currently in effect; (iv) the Plan; (v) certain resolutions of the board of directors of the Company relating to the approval of the Plan, the filing of the
Registration Statement, and certain related matters; and (vi) applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.
We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.
Based on the foregoing, we are of the following opinion:
Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other
person without the prior express written consent of this firm. We hereby consent to the filing of this opinion as an exhibit to the Form S-8. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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