UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2023 (September 7, 2023)
PENNS WOODS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | | 000-17077 | | 23-2226454 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Ident. No.) |
| | | | | |
| 300 Market Street, P.O. Box 967, Williamsport, Pennsylvania | | 17703-0967 |
| (Address of principal executive offices) | | (Zip Code) |
| |
(570) 322-1111 Registrant’s telephone number, including area code |
| |
| 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 |
| Common Stock, $5.55 par value | PWOD | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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. ¨
EXPLANATORY NOTE
Penns Woods Bancorp, Inc. (the “Company”) is filing this Current Report on Form 8-K/A solely to update slide 9 of the slide presentation, filed on September 7, 2023 with the SEC (the “Original Slide Presentation”), in order to add a footnote to indicate that the non-interest bearing deposit growth is presented on an annualized basis.
The Original Slide Presentation was furnished in the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2023 (the “Form 8-K”). Other than the changes to the Original Slide Presentation described above, no other changes have been made to the Form 8-K. This Amendment No. 1 to the Form 8-K speaks as of the original filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date, and does not otherwise modify or update in any way disclosures made in the original Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On September 7, 2023, Penns Woods Bancorp, Inc. (the “Company”) made available on its website an updated slide presentation regarding the Company (the “Slide Presentation”). On September 11, 2023, the Company posted a corrected version of the Slide Presentation on its website. A copy of the Slide Presentation, as corrected, is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
The information contained in this Report, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information contained in this Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
| | PENNS WOODS BANCORP, INC. |
| | | |
| Dated: September 11, 2023 | | |
| | | |
| | By: | /s/ Brian L. Knepp |
| | | Brian L. Knepp |
| | | President and Chief Financial Officer |
| | | |
