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: 02/27/06
(Date of earliest event reported)
PENSECO FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
000-23777
(Commission File Number)
PA 23-2939222
(State or other jurisdiction incorporation) (IRS Employer of
Identification No.)
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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 21, 2006, the Board of Directors (the "Board") of Penseco
Financial Services Corporation (the "Company") voted to amend the By-laws of the
Company (the "Bylaws") by: (i) amending Article II, Section 2.1 to provide that
the annual meetings of the shareholders of the Company will be held once each
calendar year at a date and time determined by the Board; (ii) amending Article
II, Sections 2.2 and 2.3 and adding a new Section 2.4 to require that
shareholders provide advance notice to the Company in order to (a) nominate
individuals for election to the Board of Directors of the Company at meetings of
the stockholders, or (b) submit proposals for any new business to be taken up at
meetings of the stockholders; (iii) amending Article II, Section 2.3 to provide
that only the President of Company, the Chairman of the Board or the Board can
call a special meeting of the shareholders of the Company; and (iv) adding
Article IV, Section 4.5 to provide for the creation of a Compensation Committee
of the Board. These amendments were effective immediately.
In addition, the Board approved, subject to the approval of the Company's
shareholders, an amendment to the Articles of Incorporation of the Company and
the addition of Article II, Section 2.9 of the Bylaws, in each case to provide
that shareholders may not take any action by written consent in lieu of a
meeting and may only take any actions at a duly called meeting of shareholders.
The Board recommended that the shareholders of the Company approve these
amendments to the Articles and Bylaws at the 2006 annual meeting of shareholders
to be held on May 2, 2006.
The full text of the amended and restated By-laws is attached hereto as
Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits
(c.) Exhibits
The following exhibit is included with this Report:
3(ii) The full text of the amended and restated By-laws of
Penseco Financial Services Corporation
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.
By: /s/ CRAIG W. BEST
------------------------
Craig W. Best
President and CEO
Date: February 27, 2006