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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: 05/05/09
(Date of earliest event reported)
PENSECO FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
000-23777
(Commission File Number)
PENNSYLVANIA 23-2939222
(State or other (IRS Employer of Identification No.)
jurisdiction of incorporation)
150 NORTH WASHINGTON AVENUE, SCRANTON, PENNSYLVANIA 18503-1848
(Address of principal executive offices) (Zip Code)
(570) 346 - 7741
(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):
[ ] Written communications 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(c) In accordance with the terms of the Agreement and Plan of Merger,
dated as of December 5, 2008, by and among Penseco Financial Services
Corporation, a Pennsylvania corporation ("Penseco"), its direct wholly-owned
subsidiary, Penn Security Bank and Trust Company, a Pennsylvania commercial bank
and trust company ("Penn Security"), and Old Forge Bank, a Pennsylvania
commercial bank ("Old Forge"), Jerry J. Weinberger, a former director of Old
Forge Bank, has been appointed to serve on the Board of Directors of Penseco and
Penn Security effective May 5, 2009. Mr. Weinberger, age 64, is a practicing
attorney and has been appointed to a four year term expiring at Penseco's 2013
annual meeting of shareholders. It is not anticipated that Mr. Weinberger will
serve on any committees of Penseco's or Penn Security's Board of Directors and
there are no material or related party transactions between Mr. Weinberger and
Penseco, Penn Security or any other person.
In accordance with Penseco's acquisition of Old Forge Bank, which was
consummated on April 1, 2009, Mr. Weinberger will be entitled to receive
compensation for services on the Penseco and Penn Security Boards of Directors
in accordance with the general director compensation policies of Penseco and
Penn Security.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
(a) At the annual meeting of Penseco's shareholders held on May 5, 2009,
sharheolders approved amendments to Article III, Sections 3.1 and 3.3 of
Penseco's Bylaws to (i) provide that the number of Penseco directors shall be
fixed from time to time by resolution of the Board of Directors; (ii) eliminate
the restriction that the Board of Directors cannot increase the size of the
Board by more than two directors in any one year; and (iii) provide that
directors appointed to fill a newly created vacancy on the Board of Directors
may serve until the remainder of the term to which they are appointed rather
than until the next annual meeting of stockholders. A copy of Penseco's Amended
and Restated Bylaws is attached to this Report as Exhibit 3.2 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Number Description
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3.2 Amended and Restated Bylaws of Penseco Financial
Services Corporation
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SIGNATURE
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.
PENSECO FINANCIAL SERVICES CORPORATION
By: /s/ Craig W. Best
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President and Chief Executive Officer
Date: May 11, 2009