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Pennsylvania (State or other jurisdiction of incorporation) | 23-2951943 (I.R.S. Employer Identification Number) |
90-92 Main Street
Wellsboro, Pennsylvania 16901
(570) 724-3411
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
90-92 Main Street
Wellsboro, Pennsylvania 16901
(570) 724-3411
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Rhoads & Sinon LLP
One South Market Square, 12th Floor
Harrisburg, Pennsylvania 17108-1146
(717) 233-5731
box:þ
Large accelerated filero | Accelerated filerþ | Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting companyo |
Amount of | Proposed maximum | Proposed maximum | ||||||||||||||||||||
Title of each class of | shares to be | offering price per | aggregate offering | Amount of | ||||||||||||||||||
securities to be registered | registered | unit (1) | price (1)(2)(3) | registration fee | ||||||||||||||||||
Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1,000 per share | 26,440 | $ | 1,000 | $ | 26,440,000 | $ | 1,040 | |||||||||||||||
Depositary Shares (4) | — | — | — | — | ||||||||||||||||||
Common Stock, par value $1.00 per share | 194,794 | $ | 20.36 | (3) | $ | 3,966,005.84 | $ | 156 | ||||||||||||||
Warrant to Purchase Common Stock, par value $1.00 per share | — | — | — | — | ||||||||||||||||||
TOTAL: | $ | 30,406,005.84 | $ | 1,196 | ||||||||||||||||||
(1) | Calculated in accordance with Rule 457(a) and includes such additional number of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends or similar transactions. | |
(2) | In addition to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, there are being registered hereunder (a) a warrant for the purchase of 194,794 shares of common stock with an initial per share exercise price of $20.36, (b) the 194,794 shares of common stock issuable upon exercise of such warrant and (c) such additional number of shares of common stock, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain antidilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to Rule 416. | |
(3) | Calculated in accordance with Rule 457(i) with respect to the per share exercise price of the warrant of $20.36. | |
(4) | In the event Treasury requests that we deposit the shares of Series A Preferred Stock with a depositary pursuant to a depositary arrangement, depositary shares evidencing fractional shares of the Series A Preferred Stock may be sold pursuant to this registration statement in lieu of whole shares of Series A Preferred Stock. |
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The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
LIQUIDATION PREFERENCE AMOUNT $1,000 PER SHARE
(OR DEPOSITARY SHARES EVIDENCING FRACTIONAL INTERESTS IN SUCH SHARES)
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• | Annual Report on Form 10-K for the year ended December 31, 2007; | ||
• | Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008, and September 30, 2008; and | ||
• | Current Reports on Form 8-K filed on April 11, 2008, July 1, 2008, July 11, 2008, August 21, 2008, October 29, 2008, December 11, 2008, January 22, 2009 and February 2, 2009. |
90-92 Main Street
P.O. Box 58
Wellsboro, Pennsylvania 16901
Telephone: (570) 724-3411
Facsimile: (570) 723-8097
Attention: Mark A. Hughes, EVP and CFO
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REGARDING FORWARD-LOOKING STATEMENTS
• | the effects of future economic, business and market conditions, domestic and foreign, including seasonality; | ||
• | governmental monetary and fiscal policies; | ||
• | legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators; | ||
• | changes in accounting policies, rules and practices; | ||
• | the risk of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; | ||
• | credit risks of borrowers; | ||
• | changes in the availability and cost of credit and capital in the financial markets; | ||
• | changes in the prices, values and sales volumes of residential and commercial real estate; | ||
• | the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; | ||
• | the failure of assumptions underlying the establishment of reserves for possible loan losses and other estimates; | ||
• | the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; | ||
• | changes in technology or products that may be more difficult, costly, or less effective, than anticipated; | ||
• | the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions; and | ||
• | other factors and risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007 and in any of our subsequent reports that we have made or make with the SEC under the Exchange Act. |
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• | Citizens & Northern Investment Corporation, which engages in investment activities; | ||
• | Bucktail Life Insurance Company, which reinsures credit and mortgage life and accident and health insurance on behalf of C&N Bank; and | ||
• | C&N Financial Services Corporation, a wholly-owned subsidiary of C&N Bank, which provides securities brokerage and annuities. |
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Nine Months Ended | ||||||||||||||||||||||||||||
September 30 | Years Ended December 31 | |||||||||||||||||||||||||||
2008 | 2007 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends: | ||||||||||||||||||||||||||||
Excluding interest on deposits | 2.1x | 2.4x | 2.4x | 2.6x | 2.6x | 2.8x | 3.2x | |||||||||||||||||||||
Including interest on deposits | 1.4x | 1.4x | 1.4x | 1.5x | 1.6x | 1.8x | 1.8x |
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• | amend our articles of incorporation to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of Citizens & Northern; or | ||
• | amend our articles of incorporation in any way that materially and adversely affect the rights, preferences, privileges or voting powers of the Series A Preferred Stock; or | ||
• | consummate a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of Citizens & Northern with another entity, unless (i) the shares of Series A Preferred Stock remain outstanding or, in the case of a merger or consolidation in which Citizens & Northern is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) the shares of Series A Preferred Stock remaining outstanding or such preference securities, have such rights, preferences, privileges, voting powers, limitations and restrictions, taken as a whole, as are not materially less favorable than the rights, preferences, privileges, voting powers, limitations and restrictions of the Series A Preferred Stock prior to consummation of the transaction, taken as a whole; |
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• | any stock split, stock dividend, subdivision, reclassification or combination of our common stock; | ||
• | until the earlier of (i) the date on which Treasury no longer holds any portion of the Warrant and (ii) January 16, 2009, issuance of our common stock (or securities convertible into our common stock) for consideration (or having a conversion price per share) less than 90% of then current market value, except for issuances in connection with benefit plans, business acquisitions and public or other broadly marketed offerings; | ||
• | a pro rata repurchase by us of our common stock; or | ||
• | a determination by our board of directors to make an adjustment to the anti-dilution provisions as are reasonably necessary, in the good faith opinion of the board, to protect the purchase rights of the warrant holders. |
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• | do not permit shareholders’ actions without a meeting; | ||
• | eliminate cumulative voting in the election of directors; | ||
• | require advance notice of nominations for the election of directors and the presentation of shareholder proposals at meetings of shareholders; | ||
• | permit Citizens & Northern’s board of directors to consider the effects on Citizens & Northern’s employees, customers, depositors and communities it serves when determining whether to oppose any tender offer for Citizens & Northern outstanding common stock; | ||
• | require the affirmative vote of at least 75% of the votes that all shareholders are entitled to cast to approve any merger, consolidation or dissolution unless such action is approved in advance by the affirmative vote of 66 2/3% of the Citizens & Northern board of directors; | ||
• | require that mergers and other similar transactions with a person or entity holding more than 5% of Citizens & Northern’s stock, be approved by the affirmative vote of at least 75% of the votes entitled to be cast by the remaining shareholders, unless the transaction is approved, in advance, by at least 66 2/3% of the Citizens & Northern directors elected prior to the time any such person became the owner of more than 10% of Citizens & Northern common stock or elected by the remaining shareholders; | ||
• | require that, following the acquisition by any person or group of 30% of Citizens & Northern common stock, the remaining shareholders shall have the right to receive payment for their shares, in cash, from such person or group, in an amount equal to the “fair value” of the shares, including an increment representing a proportion of any value payable for control, unless such acquisition was approved in advance by 66-2/3% or more of the board of directors; | ||
• | require an affirmative vote of at least 75% of the votes that all shareholders are entitled to cast in order for the shareholders to repeal or amend Citizens & Northern’s bylaws; and | ||
• | require the affirmative vote of shareholders entitled to cast at least 75% of the votes entitled to be cast to approve the repeal or amendment of certain provisions of Citizens & Northern’s articles of incorporation. |
• | on any national securities exchange or quotation service on which the Series A Preferred Stock or the common stock may be listed or quoted at the time of sale, including, as of the date of this prospectus, the NASDAQ Capital Market in the case of shares of our common stock; | ||
• | in the over-the-counter market; | ||
• | in transactions otherwise than on these exchanges or in the over-the-counter market or in any combination of such transactions; | ||
• | through the writing of options, whether the options are listed on an options exchange or otherwise; | ||
• | through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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• | through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | ||
• | in privately negotiated transactions; | ||
• | in short sales; | ||
• | through transactions in which broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; | ||
• | through a combination of any such methods of sale; and | ||
• | any other method permitted pursuant to applicable law. |
• | at fixed prices, which may be changed; | ||
• | at market prices prevailing at the time of the sale; | ||
• | at varying prices determined at the time of sale; or | ||
• | at negotiated prices. |
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• | the name of the selling securityholders and any participating broker, dealer, agent or underwriter; | ||
• | the number and type of securities involved; | ||
• | the price at which such securities were sold; | ||
• | any securities exchanges on which such securities may be listed; | ||
• | the commissions paid or discounts or concessions allowed to any such broker, dealer, agent or underwriter where applicable; and | ||
• | other facts material to the transaction. |
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• | 26,440 shares of Series A Preferred Stock, representing beneficial ownership of 100% of the shares of series A preferred stock outstanding on the date of this prospectus; | ||
• | in the event shares of Series A Preferred Stock are deposited with a depositary, depositary shares evidencing fractional interests in such shares; | ||
• | a warrant to purchase 194,794 shares of our common stock, representing beneficial ownership of approximately 2.13% of our common stock as of February 7, 2009; and | ||
• | 194,794 shares of our common stock issuable upon exercise of the Warrant, which shares, if issued, would represent ownership of approximate 2.13% of our common stock as of February 7, 2009. |
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Registration Statement filing fees | $ | 1,196 | ||
Attorneys’ fees and expenses | $ | 20,000 | ||
Accounting fees and expenses | $ | 2,000 | ||
Total | $ | 23,196 | ||
Exhibit No. | Exhibit | |
3.1 | Articles of Incorporation of Citizens & Northern Corporation, as amended. | |
3.2 | Bylaws of Citizens & Northern Corporation, as amended (filed as Exhibit 3.1 to Citizens & Northern’s Current Report on Form 8-K filed August 25, 2004 and incorporated herein by reference). | |
4.1 | Certificate of Designations, establishing the terms of the Series A Preferred Stock (filed as Exhibit 3.1 to Citizens & Northern’s Current Report on Form 8-K filed on January 22, 2009, and incorporated herein by reference). | |
4.2 | Form of Certificate for the Series A Preferred Stock (filed as Exhibit 4.1 to Citizens & Northern’s Current Report on Form 8-K filed on January 22, 2009, and incorporated herein by reference). |
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Exhibit No. | Exhibit | |
4.3 | Form of Warrant to Purchase Common Stock (filed as Exhibit 4.2 to Citizens & Northern’s Current Report on Form 8-K filed on January 22, 2009, and incorporated herein by reference). | |
5.1 | Opinion of Rhoads & Sinon LLP. | |
10.1 | Letter Agreement including the Securities Purchase Agreement – Standard Terms attached thereto, dated January 16, 2009, between the Company and United States Department of the Treasury, with respect to the issuance and sale of the Series A Preferred Stock and the Warrant (filed as Exhibit 10.1 to Citizens & Northern’s Current Report on Form 8-K filed on January 22, 2009, and incorporated herein by reference). | |
12.1 | Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends for the nine-month periods ended September 30,2008 and 2007, and the years ended December 31, 2007, 2006, 2005, 2004 and 2003. | |
23.1 | Consent of Parente Randolph, LLC. | |
23.2 | Consent of Rhoads & Sinon LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature page of this registration statement). |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; | ||
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
(iii) | 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. |
(i) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
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CITIZENS & NORTHERN CORPORATION | ||||
By: | /s/ Craig G. Litchfield | |||
Craig G. Litchfield, Chairman, | ||||
President and Chief Executive Officer | ||||
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Signature | Capacity | |||
/s/ Craig G. Litchfield | Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/ Mark A. Hughes | Treasurer (Principal Accounting Officer) | |||
Mark A. Hughes | ||||
/s/ Dennis F. Beardslee | Director | |||
Dennis F. Beardslee | ||||
/s/ R. Robert DeCamp | Director | |||
R. Robert DeCamp | ||||
/s/ Jan E. Fisher | Director | |||
Jan E. Fisher | ||||
/s/ R. Bruce Haner | Director | |||
R. Bruce Haner | ||||
/s/ Susan E. Hartley | Director | |||
Susan E. Hartley | ||||
/s/ Leo F. Lambert | Director | |||
Leo F. Lambert | ||||
/s/ Edward L. Learn | Director | |||
Edward L. Learn |
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Signature | Capacity | |||
/s/ Raymond R. Mattie | Director | |||
Raymond R. Mattie | ||||
/s/ Edward H. Owlett, III | Director | |||
Edward H. Owlett, III | ||||
/s/ Leonard Simpson | Director | |||
Leonard Simpson | ||||
/s/ James E. Towner | Director | |||
James E. Towner | ||||
/s/ Ann M. Tyler | Director | |||
Ann M. Tyler | ||||
/s/ Charles H. Updegraff, Jr. | Director | |||
Charles H. Updergraff, Jr. |
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