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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 13, 2005
COMMUNITY BANKS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
23-2251762
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(I.R.S. Employer Identification No.)
No. 0-15786
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(Commission file number)
750 East Park Drive, Harrisburg, Pennsylvania 17111
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(Address of Principal Executive Offices) (Zip Code)
(717) 920-1698
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(Registrant's telephone number, including area code)
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):
[X] Written communciations pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On May 13, 2005, Community Banks, Inc. issued a press release declaring a
first quarter cash dividend. The press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K. No part of this report shall be deemed
incorporated by reference into any registration statement filed under the
Securities Act of 1933.
The following disclosure is made in accordance with Rule 165 of the Securities
and Exchange Commission ("SEC").
The Company urges its shareholders and the shareholders of PennRock
Financial Services Corp ("PennRock"), as well as other investors, to read the
proxy statement/prospectus that is included in the registration statement on
Form S-4/A which the Company filed with the SEC on April 26, 2005, in connection
with the proposed merger of the Company and PennRock. This proxy
statement/prospectus contains important information about the Company, PennRock,
the merger, the persons soliciting proxies in the merger and their interests in
the merger and related matters. The proxy statement/prospectus is available for
free on the SEC's web site at http://www.sec.gov. It is also available for free
from the Company and PennRock. You may direct such a request to either of the
following persons:
<s>
Patricia E. Hoch, Senior Vice President and Secretary Shannan Guthrie, Investor Relations Officer
Community Banks, Inc. PennRock Financial Services Corp.
750 East Park Drive 1060 Main St.
Harrisburg, Pennsylvania 17111 Blue Ball, Pennsylvania 17506
Phone: (717) 920-1698 Phone: (717) 354-3612
In addition to the registration statement and proxy statement/prospectus,
the Company and PennRock file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by the Company or PennRock at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. The Company's and PennRock's filings with the SEC are
also available to the public from commercial document-retrieval services and for
free on the SEC's web site at http://www.sec.gov.
The Company, PennRock and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies with respect to
the transactions contemplated by the merger agreement. Information concerning
such officers and directors is included in the parties' proxy statements for
their annual meetings of shareholders. These documents are available for free on
the SEC's website at http://www.sec.gov and they are also available at no charge
from the companies. You may direct a request for these documents to the officers
identified above.
Item 9.01. Financial Statements, Proforma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
99.1 Press release of Community Banks, Inc. dated May 13, 2005.
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.
Community Banks, Inc.
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(Registrant)
Dated: May 16, 2005 /s/ Donald F. Holt
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Donald F. Holt
Executive Vice President and
Chief Financial Officer