As filed with the Securities and Exchange Commission on December 6, 2013
Registration No. 333-166886
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION NO. 333-166886
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Penseco Financial Services Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-2939222 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S employer Identification No.) |
150 N. Washington Avenue Scranton, Pennsylvania | 18503 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Penseco Financial Services Corporation
2008 Long-Term Incentive Plan
(Full Title of the Plan)
Craig W. Best
Penseco Financial Services Corporation
President and Chief Executive Officer
150 N. Washington Avenue
Scranton, Pennsylvania 18503
(Name and address of agent for service)
(570) 346-7741
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-166886) of Penseco Financial Services Corporation (the “Company”) filed with the Securities and Exchange Commission on May 17, 2010 (the “Registration Statement”). The Registration Statement registered a total of 107,400 shares of the Company’s common stock, par value $0.01 (“Common Stock”), issuable under the Company’s 2008 Long-Term Incentive Plan (the “Plan”).
Effective November 30, 2013, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 28, 2013, as amended, by and among the Company and Peoples Financial Services Corp. (“Peoples”), the Company merged with and into Peoples (the “Merger”), with Peoples continuing as the surviving corporation.
In connection with the Merger, the Plan has been assumed by Peoples and no additional Common Stock of the Company will be issued thereunder. Peoples, as successor to the Company pursuant to the Merger, hereby removes from registration all shares of Common Stock under the Registration Statement that remained unsold as of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Peoples Financial Services Corp., as successor to Penseco Financial Services Corporation pursuant to the merger of Penseco Financial Services Corporation with and into Peoples Financial Services Corp., 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 Post-Effective Amendment No. 1 to Registration Statement No. 333-166886 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Scranton, Commonwealth of Pennsylvania, on the6th day of December, 2013.
| PEOPLES FINANCIAL SERVICES CORP. | ||
| By: | /s/ Craig W. Best | |
| Craig W. Best | ||
| President and CEO | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement No. 333-166886 has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Craig W. Best Craig W. Best | President, CEO and Director (Principal Executive Officer) | December 6, 2013 | ||
/s/ Scott A. Seasock Scott A. Seasock | Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | December 6, 2013 | ||
* Robert W. Naismith | Director | December 6, 2013 | ||
* James G. Keisling | Director | December 6, 2013 | ||
* James B. Nicholas | Director | December 6, 2013 | ||
* Emily S. Perry | Director | December 6, 2013 | ||
* Steven L. Weinberger | Director | December 6, 2013 | ||
* Joseph G. Cesare | Director | December 6, 2013 | ||
* P. Frank Kozik | Director | December 6, 2013 | ||
| * Signed by Craig W. Best as Attorney in Fact |
/s/ Craig W. Best |
Craig W. Best |
