As filed with the Securities and Exchange Commission on October 14, 2005
Registration No. 333-
Pennsylvania 23-2235254
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Copies to:
Mary Alice Busby, Esquire
Mette, Evans & Woodside
1105 Berkshire Boulevard
Suite 320
Wyomissing, PA 19610
(610) 374-1135
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Title of
each class Proposed Proposed Amount
of securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per unit (3) offering price (3) fee
Common stock
(and associated 100,000 shares (2) $48.50 $4,850,000 $570.85
stock purchase (with rights)
rights) (1)
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(1) Before the occurrence of triggering events, the stock purchase rights will not be evidenced separately from the common stock.
(2) The Prospectus that forms a part of this Registration Statement also applies to Registration Statement No. 033-64369 in accordance with Rule 429(b).
(3) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1), based on the average of the high and low sale prices of the common stock on the OTC Bulletin Board on October 12, 2005.
Prospectus
JUNIATA VALLEY FINANCIAL CORP.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
Juniata Valley Financial Corp. is offering shares of its common stock for sale to its shareholders under its Amended and Restated Dividend Reinvestment Plan. Under the Plan, you have the opportunity to use your cash dividends on some or all of your shares of Juniata Valley common stock, as well as voluntary cash payments, to purchase additional shares of common stock.
Juniata Valley is offering a total of 200,000 shares of common stock under the Plan. Of these shares, 118,309 have been sold before the date of this Prospectus. This Prospectus relates to the remaining 81,691 shares.
Juniata Valley may sell shares directly or may sell shares bought from others by the Plan Agent for Plan accounts. Juniata Valley may use a combination of these methods.
If Juniata Valley sells shares directly, the purchase price will be the fair market value of the shares. Juniata Valley will receive all of the proceeds of these sales. If Juniata Valley sells you shares bought from others by the Plan Agent, the purchase price will be the actual cost of the shares (including brokerage commissions). Juniata Valley will not receive any of the proceeds of these sales. See "Use of Proceeds" below.
Juniata Valley common stock is quoted under the symbol "JUVF.OB" on the Over the Counter Bulletin Board ("OTCBB"), an automated quotation service made available through the NASDAQ system. On October 12, 2005, the closing sale price of Juniata Valley common stock was $49.00 per share.
You should retain this Prospectus for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE SHARES OFFERED HEREBY OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
October 14, 2005
TABLE OF CONTENTS
How to Obtain Additional
Information....................................................................4
Summary........................................................................5
Plan Description...............................................................6
Purpose..................................................................6
Advantages...............................................................6
Administration...........................................................6
Participation............................................................7
Voluntary Cash Contributions.............................................8
Purchases................................................................8
Dividends................................................................9
Costs....................................................................9
Reports to Participants.................................................10
Certificates for Shares.................................................10
Voting Rights...........................................................10
Change in Number of Outstanding Shares..................................10
Withdrawal; Amendment or Termination....................................11
Federal Income Tax Consequences.........................................11
Other Information.......................................................12
Use of Proceeds...............................................................13
Experts.......................................................................13
Legal Matters.................................................................13
Indemnification For Securities Act Violations.................................13
Available Information.........................................................13
Incorporation of Certain Documents by Reference...............................14
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HOW TO OBTAIN ADDITIONAL INFORMATION
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT JUNIATA VALLEY THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. YOU CAN OBTAIN FREE COPIES OF THIS INFORMATION BY WRITING OR CALLING:
JoAnn N. McMinn
Senior Vice President and
Chief Financial Officer
Juniata Valley Financial Corp.
Bridge and Main Streets
Mifflintown, Pennsylvania 17059-0066
Telephone: (717) 436-8211
THE SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INVESTMENT IN THESE SHARES, AS WITH ANY INVESTMENT IN COMMON STOCK, INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
SUMMARY
Juniata Valley is a registered bank holding company incorporated in Pennsylvania with corporate offices located at Bridge and Main Streets, Mifflintown, Pennsylvania 17059; its telephone number is (717) 436-8211. Juniata Valley's principal asset is its investment in its wholly-owned banking subsidiary, The Juniata Valley Bank ("JVB"). JVB engages in full service banking, including demand, savings and time deposits, commercial, consumer and mortgage loans, and the provision of trust services.
Juniata Valley adopted its Dividend Reinvestment Plan in 1995 to offer its shareholders an opportunity to purchase additional shares of Juniata Valley common stock automatically through the reinvestment of cash dividends. The Board of Directors has authorized an increase in the number of shares available under the Plan to meet the demands of shareholders and the Plan has been amended and restated. This Prospectus describes the Amended and Restated Dividend Reinvestment Plan in effect today.
If you own Juniata Valley common stock, directly or indirectly, you are eligible to enroll in the Plan. You may make purchases under the Plan with your cash dividends on some or all of your shares of Juniata Valley common stock, and through the Plan's voluntary cash payment feature.
You may enroll in the Plan by contacting the Plan Agent: (i) at the Plan Agent's website at www.rtco.com; (ii) by calling 1-800-368-5948; or (iii) by writing to the Plan Agent at the following address:
Registrar and Transfer Company
P.O. Box 664
Cranford, NJ 07016
If you enroll in the Plan, the Plan Agent will use the cash dividends on the shares you designate, as well as any voluntary cash payments you make, to purchase additional shares of Juniata Valley common stock. Historically, Juniata Valley has paid cash dividends; however the payment of dividends is within the discretion of the Board of Directors, and cannot be guaranteed. The payment of dividends will depend upon future earnings, the financial condition of Juniata Valley and other factors. The Board may change the amount and timing of dividends at any time without notice. If Juniata Valley does not pay a cash dividend, there will be no investment under the Plan unless you purchase shares through the Plan's voluntary cash payment feature.
Under the Plan, Juniata Valley may sell you authorized but unissued shares, shares that Juniata Valley has reacquired and holds as treasury shares, or shares bought by the Plan Agent in the open market. Juniata Valley may use a combination of these methods.
If Juniata Valley sells you authorized but unissued shares or treasury shares, the purchase price for each share will be no more than the fair market value of the shares as of the Record Date. If Juniata Valley sells you shares purchased in the open market, the purchase price will be the actual cost of the shares (including brokerage commissions).
If you choose not to enroll in the Plan, Juniata Valley will continue to send you cash dividends by check, or by automatic deposit to a bank account you designate, as and when declared.
The Stock
The securities offered hereby are shares of Juniata Valley's common stock, par value $1.00 per share (the "Stock"). As of the date of this Prospectus, Juniata Valley's Articles of Incorporation authorize 20,000,000 shares of common stock, of which 2,274,772 shares were outstanding as of October 1, 2005. Juniata Valley's Articles of Incorporation also authorize the issuance of up to 500,000 shares of preferred stock. No preferred stock has been issued by Juniata Valley.
PLAN DESCRIPTION
The following is a question and answer statement explaining the provisions of Juniata Valley's Amended and Restated Dividend Reinvestment Plan. A copy of the Plan may be obtained from: Ms. JoAnn N. McMinn, Senior Vice President and Chief Financial Officer, The Juniata Valley Bank, P.O. Box 66, Mifflintown, PA 17059. In the event of any conflict between the answers to these questions and the Plan, the more detailed provisions of the Plan will control.
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the shareholders of Juniata Valley with a simple and convenient method of investing cash dividends and voluntary cash contributions in additional shares of Juniata Valley common stock.
2. What are the advantages of the Plan?
The Plan is advantageous to the shareholders by permitting them to acquire additional shares of the common stock of Juniata Valley automatically and at no brokerage commission when Stock is purchased from Juniata Valley.
Along with automatic dividend reinvestment, the Plan also affords shareholders an easy way to purchase additional shares of Stock with voluntary cash payments. Participants may increase the amount of their investment by making voluntary cash contributions of up to $3,000 annually, with a minimum of $500 per deposit. Under the Plan, recordkeeping is simplified by the issuance, after each dividend investment, of a detailed statement of participants' accounts, including the cost basis of the whole and fractional shares purchased.
3. Who administers the Plan?
Juniata Valley has appointed its transfer agent, the Registrar and Transfer Company, as administrator of the Plan. The administrator acts as agent for the Plan participants (the "Plan Agent"). The Plan Agent will perform administrative functions and services, such as the purchase of Stock pursuant to the Plan. Juniata Valley may choose a new administrator at any time.
To contact the Plan Agent, you may access the website at www.rtco.com, call 1-800-368-5948 or write to the Plan Agent at the following address:
Registrar and Transfer Company
P.O. Box 664
Cranford, NJ 07016
4. What are the duties of the Plan Agent?
The Plan Agent performs various administrative duties relating to the Plan. These include:
o Holding shares of Juniata Valley Stock for Plan accounts.
o Receiving cash dividend payments for participants.
o Receiving voluntary cash payments from participants.
o Investing those amounts in shares of Juniata Valley common stock.
o Maintaining continuing records of each participant's account.
o Sending statements of account and other notices to participants.
o Advising participants as to all transactions in and the status of their accounts.
5. Who is eligible to participate in the Plan?
All holders of record of Juniata Valley common stock are eligible to participate in the Plan. If you do not hold shares registered in your name but instead, hold shares through a broker, bank or other nominee, you must become a shareholder of record by having all or a part of your shares transferred into your own name in order to participate in the Plan.
Juniata Valley may refuse to allow certain shareholders to participate if those shareholders live in states which have additional securities registration or other burdensome requirements with respect to the Plan. Regulations in certain countries may limit or prohibit participation in a dividend reinvestment plan. Accordingly, persons residing outside the United States who wish to participate in the Plan should first determine whether they are subject to any governmental regulation prohibiting their participation.
6. How does an eligible shareholder enroll in the Plan?
Any eligible shareholder may enroll in the Plan by completing and signing an Authorization Card and returning it to the Plan Agent. The Plan Agent will send any shareholder an Authorization Card upon written or oral request. See Question 3 for information on how to contact the Plan Agent.
7. When may an eligible shareholder enroll in the Plan?
An eligible shareholder may enroll in the Plan at any time. If the Authorization Card requesting reinvestment of dividends is received by the Plan Agent on or before the Record Date established for a particular dividend, reinvestment will commence with that dividend. If the Authorization Card is received by the Plan Agent after the Record Date established for a particular dividend, the reinvestment of dividends will begin on the dividend payment date following the next Record Date if the shareholder is still a holder of record on that Record Date.
8. May a shareholder enroll as to some, but not all, shares held of record?
Yes, a shareholder may enroll in the Plan as to some, but not all shares of common stock owned of record by the shareholder.
9. How may voluntary cash contributions to the Plan be made?
Each participant in the Plan may make voluntary cash contributions to the Plan
up to a total amount of $3,000 each year, with a minimum of $500 per deposit.
The same amount need not be invested each time a voluntary cash contribution is
made. Participants are under no obligation to make any voluntary cash
contributions. A voluntary cash payment may be made by forwarding a check drawn
from a U.S. bank in U.S. currency payable to Registrar and Transfer Company.
Because participants will not be credited with interest on their voluntary cash
contributions and because the Plan Agent is prohibited from holding such
voluntary cash contributions for extended periods of time prior to investing
them, participants are strongly encouraged to submit voluntary cash
contributions as near as possible to the applicable dividend payment date.
Voluntary cash payments may be received by the Plan Agent no more than thirty
(30) days prior to the dividend payment date. Any payments received by the Plan
Agent earlier than this time will be returned to the shareholder.
10. How will voluntary cash contributions be used?
The Plan Agent will apply each voluntary cash payment received from a participant within thirty (30) days prior to the dividend payment date to the purchase of Stock for the account of that participant on the next dividend payment date. A voluntary cash contribution will not be deemed to have been made by a participant or received by the Plan Agent until the funds so contributed are actually collected. Interest will not be paid on cash contributions. Payments received more than thirty (30) day prior to a dividend payment date will be returned.
11. May voluntary cash contributions be returned to a participant?
Yes. Voluntary cash contributions will be returned to a participant if the Plan Agent receives the cash contributions prior to thirty (30) days before a dividend payment date. In addition, cash contributions will be returned upon written request to the Plan Agent, provided that the request is received no later than the last business day prior to the next scheduled Record Date.
12. What is the source of the Stock purchased under the Plan?
The Plan Agent will purchase Stock in a number of ways. The Stock may be purchased directly from Juniata Valley, in which event the shares purchased will be either authorized but unissued shares or shares held in the treasury of Juniata Valley. The Plan Agent may also purchase Stock on the open market, or by a combination of these means.
13. How will the price of shares purchased under the Plan be determined?
The price of the shares purchased from Juniata Valley will be no more than the fair market value of the shares as of the Record Date. As defined in the Plan, "fair market value" on a particular date means (i) the closing sale price of the Stock as reported on the OTCBB by the National Association of Securities Dealers Automated Quotation System (NASDAQ); or (ii) if no closing sale price is reported on the given date, the closing sale price of a share of Stock on the next preceding day on which the Stock was traded, as reported on the OTCBB by NASDAQ. The price of shares purchased on the open market will be the average cost (including brokerage commissions) to the Plan Agent of such purchases.
14. What is the Record Date?
"Record Date" means the date on which a person must be registered as a shareholder on the records of Juniata Valley in order to receive a dividend. Historically, the Record Dates of Juniata Valley have been fourteen (14) days prior to the dividend payment date.
15. How many shares will be purchased by the Plan Agent for a participant in the Plan?
The number of shares to be purchased for a participant by the Plan Agent will depend on the amount of the participant's dividend and voluntary cash payment, if any, and the price of the shares. Each participant's account will be credited with the number of whole and fractional shares equal to the amount to be invested divided by the applicable purchase price. Fractional shares shall be calculated to four (4) decimal places.
16. When will shares be purchased?
Shares acquired from Juniata Valley will be purchased as of the close of business on the applicable dividend payment date. Shares of common stock acquired on the open market may be purchased at any time, but in any event, no later than thirty (30) days after the dividend payment date. Dividend and voting rights will commence upon settlement of the purchase. For the purposes of making purchases, the Plan Agent will commingle each participant's funds with those of all other participants.
17. How will dividends be paid on shares held by the Plan Agent?
As the record holder of the shares held in participants' accounts under the Plan, the Plan Agent will receive dividends on all such shares held in the Plan on each dividend Record Date. The Plan Agent will credit dividends to participants' accounts on the basis of whole or fractional shares held in each account under the Plan and will automatically reinvest these dividends in Juniata Valley's common stock.
18. What are the costs to a participant in the Plan?
No brokerage fees will be charged to participants in connection with the purchase of common stock from Juniata Valley. Participants will be charged the actual cost (including brokerage commissions) of all shares purchased in the open market. All other costs of administration of the Plan will be borne by Juniata Valley; however, a nominal service charge will be deducted from a participant's account at the time of the participant's withdrawal from the Plan (currently the withdrawal fee is $10) or at any time any share certificate is requested by a participant.
19. What kind of reports will be sent to participants in the Plan?
As soon as practicable after completion of each investment on behalf of a
participant, the Plan Agent will mail to the participant a statement showing:
(i) the amount of the dividend and the voluntary cash contribution, if any,
applied toward such investment; (ii) the taxes withheld, if any; (iii) the net
amount invested; (iv) the number of shares purchased; (v) the average cost per
share, including any brokerage commissions paid; and (vi) the total shares
accumulated under the Plan, computed to four (4) decimal places. Annually, the
Plan Agent will send each participant an Internal Revenue Service Form 1099
reporting dividend income received by the participant.
20. Will certificates be issued for shares purchased?
All shares purchased under the Plan will be registered in the name of the Plan Agent or its nominee, as agent for the participants. Certificates for such shares will not be issued to participants unless requested in writing. Certificates for any number of whole shares will be issued to a participant within 15 days of a written request to the Plan Agent signed by the participant. Any remaining whole or fractional shares will continue to be held by the Plan Agent as the agent for the participant. Certificates for fractional shares will not be issued under any circumstances.
21. How will shares held by the Plan Agent be voted?
For each meeting of shareholders, the Plan Agent will forward a proxy card to each participant and will vote the participant's shares in accordance with the instructions received from the participant. The shares of a participant who does not return a properly executed proxy card will not be voted.
22. What happens to the number of shares of Stock available under the Plan if there is a change in the number of outstanding shares of Juniata Valley due to a stock split, stock dividend or recapitalization?
If there is an increase or decrease in the number of outstanding shares of Juniata Valley common stock due to a stock split, payment of stock dividend or a recapitalization, then, the maximum number of shares of common stock offered under the Plan will be proportionately increased or decreased.
23. What happens to the Stock in participants' accounts if Juniata Valley declares a stock dividend or a stock split?
If Juniata Valley declares any stock dividend or stock split, the stock dividend or stock split will be paid with respect to shares held by the Plan Agent for a Plan participant's account as well as with respect to shares registered in the participant's name. Stock dividends or stock split shares distributed on shares of Stock registered in a participant's name will be mailed directly to the participant in the same manner as shares will be mailed to shareholders who do not participate in the Plan.
24. What happens if Juniata Valley makes a rights offering?
In the event of a rights offering by Juniata Valley, the Plan Agent will sell rights received on shares held of record by the Plan Agent and will invest the proceeds of sale in additional shares of Stock. The additional shares of Stock purchased with the proceeds will be retained by the Plan Agent and credited proportionately to the accounts of the participants. A participant who wishes to exercise such rights individually must request the Plan Agent to forward a share certificate to the participant (see Question 20 above). Such request must be made prior to the Record Date for exercising such rights. Rights on shares of Stock registered in the name of a participant will be mailed directly to the participant.
25. How and when may a participant withdraw from the Plan?
A participant may terminate participation in the Plan by at any time by giving written notice to the Plan Agent. Within 15 days after the date on which such notice is received by the Plan Agent (the "Termination Date"), the Plan Agent will deliver to the participant (i) a certificate for all whole shares held under the Plan and (ii) a check in lieu of the issuance of any fractional share in the participant's account, equal to the fractional share held under the Plan multiplied by the fair market value per share of the Stock on the Termination Date.
26. May the Plan be amended or terminated?
Yes. Juniata Valley may amend, supplement, suspend, modify or terminate the Plan at any time without the approval of the participants. Thirty (30) days' notice of any suspension or material amendment shall be sent to all participants, who shall in all events have the right to withdraw from the Plan.
27. What are the federal income tax consequences of participation in the Plan?
When the Plan Agent buys shares with reinvested dividends for Plan accounts directly from Juniata Valley, each participant is deemed, for federal income tax purposes, to receive a dividend equal to the fair market value of the shares purchased for that participant's account.
The "fair market value" of a share, for federal income tax purposes, is the average of the highest and lowest sale prices of Juniata Valley common stock, as reported on the OTCBB, on the date of sale. If there are no other sales of Juniata Valley common stock on the date of sale, "fair market value" is the weighted average of the means between the highest and lowest sale prices on the nearest date before and the nearest date after the date Juniata Valley pays the dividend.
The "fair market value" of a share, for federal income tax purposes, is not necessarily equal to the "fair market value" at which the Plan Agent purchased the shares under the Plan as discussed in question number 13. For this reason, "fair market value" as shown on a participant's statement of account may be different from the amount shown on a participant's Form 1099 for federal income tax purposes.
When the Plan Agent buys shares with reinvested dividends for Plan accounts in the open market, each participant is deemed, for federal income tax purposes, to receive a dividend equal to the total amount of
cash used to purchase shares on that participant's account, less the brokerage commissions paid by the Plan Agent on behalf of the participant.
28. When and how are gains and losses determined?
A participant will realize a gain or loss whenever a participant sells shares purchased under the Plan and whenever a participant receives a cash payment for a fractional share credited to the participant's account. The amount of gain or loss will be the difference between the amount the participant receives for the full or fractional shares and the participant's tax basis for the shares. The tax basis of a share acquired directly from Juniata Valley will equal its "fair market value," as defined for federal income tax purposes, on the date Juniata Valley pays the dividend or the date the Plan Agent buys shares with voluntary cash payments. The tax basis of a share acquired in the open market will equal its purchase price plus any trading expense.
THE FOREGOING SUMMARIZES THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN AND DOES NOT INCLUDE A DISCUSSION OF STATE OR LOCAL TAX CONSEQUENCES OF THE PLAN. IT DOES NOT ADDRESS THE PARTICULAR CIRCUMSTANCES OF INDIVIDUAL PARTICIPANTS. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR FURTHER INFORMATION ON THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
29. Who should be contacted with questions concerning the Plan?
All inquiries concerning the Plan should be directed to:
Ms. JoAnn N. McMinn
Senior Vice President and Chief Financial Officer
The Juniata Valley Bank
P. 0. Box 66
Mifflintown, PA 17059
30. Who will interpret the provisions of the Plan?
Any questions of interpretation arising under the Plan will be determined by Juniata Valley's Board of Directors pursuant to applicable federal and state law and the rules and regulations of all regulatory authorities, which determination shall be final and binding on all participants.
31. What are the responsibilities of Juniata Valley and the Plan Agent, if any, with respect to the Plan?
Neither Juniata Valley nor the Plan Agent will be liable for any act performed in good faith or for any good faith failure to act. This includes any claim of liability:
o Arising out of failure to terminate a participant's account upon the participant's death or judicially determined incapacity before receipt of written notice of death or incapacity.
o With respect to the prices at which shares of Juniata Valley common stock are bought or sold, the times the shares are bought or sold, and the parties from whom the shares are bought or to whom the shares are sold.
Neither Juniata Valley nor the Plan Agent can provide any assurance of a profit or protection against loss on any shares purchased under the Plan.
USE OF PROCEEDS
To the extent that Juniata Valley sells authorized but unissued shares or treasury shares under the Plan, and not shares purchased from others, Juniata Valley will receive the proceeds. Juniata Valley is unable to predict the number of shares of Stock that will be purchased from Juniata Valley under the Plan or the prices at which the shares will be purchased.
Juniata Valley presently intends to invest in and/or advance to JVB the net proceeds of sales pursuant to the Plan to provide additional capital to support anticipated growth in loans and deposits, expansion of services and branches, upgrading of facilities and equipment and for general corporate purposes. It is possible, however, that some or all of such proceeds may be used, directly or indirectly, now or in the future, in connection with permissible expansion of the business activities conducted by Juniata Valley or JVB, either de novo or by acquisition, although Juniata Valley has no present commitments so to expand. Proceeds of the offering are expected to strengthen Juniata Valley's capital structure, facilitating possible future expansion of business activities.
EXPERTS
The consolidated financial statements and management's assessment of internal control over financial reporting of Juniata Valley as of June 30, 2005 and December 31, 2004, incorporated by reference in this Prospectus and Registration Statement have been audited by Beard Miller Company LLP, independent registered public accounting firm, whose reports thereon appear herein, and are included in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the shares of common stock offered hereby will be passed upon for Juniata Valley by Mette, Evans & Woodside. As of October 12, 2005, Mette, Evans & Woodside and its attorneys owned an aggregate of approximately 1,440 shares of Juniata Valley's common stock.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Juniata Valley's Articles of Incorporation provide that the corporation shall, to the fullest extent permitted by applicable law, indemnify persons for liability which may arise with respect to such person in the performance of duties to Juniata Valley. The Bylaws of Juniata Valley specifically permit indemnification of directors, officers and employees of Juniata Valley, both with respect to actions brought by third parties and with respect to derivative actions brought on behalf of Juniata Valley itself. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Juniata Valley pursuant to the foregoing provisions, Juniata Valley has been informed that in the opinion of the Securities and Exchange Commission ("SEC"), such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
AVAILABLE INFORMATION
Juniata files annual, quarterly and current reports, proxy and information statements, and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room at 100 Federal Street, N.W., Room 1580, Washington D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as Juniata Valley, that file electronically with the SEC. The address of that site is www.sec.gov.
In addition, you can read and copy this information at the regional offices of the SEC located at 233 Broadway, New York, New York 10279, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports, which were filed by Juniata Valley with the SEC pursuant to the Securities Exchange Act of 1934, are incorporated by reference in this Prospectus:
(a) Juniata Valley's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and Juniata Valley's Form 10-K/A filed on May 2, 2005.
(b) Juniata Valley's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005 and Juniata Valley's Form 10-Q/A filed on September 15, 2005, which included audited consolidated financial statements for June 30, 2005, a report by management on its assessment of internal control over financial reporting as of June 30, 2005 and an audit report on effectiveness of internal control over financial reporting as of June 30, 2005.
(c) Juniata Valley's Current Reports on form 8-K filed on February 16, 2005; May 25, 2005; June 14, 2005; July 13, 2005; August 22, 2005 and September 21, 2005.
(d) The description of Juniata Valley common stock contained in Juniata Valley's registration statement on Form 8-A dated August 29, 2000 and any amendment or report filed for the purpose of updating such description.
(e) The Rights Agreement dated as of September 1, 2000 between Juniata Valley Financial Corp. and The Juniata Valley Bank which includes as Exhibit "A" the Form of Rights Certificate and as Exhibit "B" the Summary of Rights Agreement, all of which are contained in Juniata Valley's registration statement on Form 8-A dated August 29, 2000, and any amendment or report filed for the purpose of updating such description.
Juniata Valley also incorporates by reference in this Prospectus additional documents it will file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and before the termination of the offering of common stock under the Plan.
Any statement contained in this Prospectus or in a document incorporated in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any later filed document which also is incorporated by reference herein modifies or supersedes
the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this Prospectus, except as so modified or superseded.
YOU MAY OBTAIN, AT NO COST, COPIES OF THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS UPON WRITTEN OR ORAL REQUEST. REQUESTS SHOULD BE DIRECTED TO MS. JOANN MCMINN, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, THE JUNIATA VALLEY BANK, P.O. BOX 66, MIFFLINTOWN, PA 17059.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14
The following is an estimate of all expenses expected to be incurred by the Registrant in connection with the issuance and distribution of the securities registered hereby:
SEC Registration Fees $ 580
Printing Costs $ 1,000
Legal Fees and Expenses $ 9,500
Accounting Fees and Expenses $ 2,500
TOTAL $13,580
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ITEM 15
Juniata Valley's Articles of Incorporation provide that Juniata Valley may indemnify its directors and officers to the full extent permissible under the Pennsylvania Business Corporation Law. Article 20 of the Bylaws of Juniata Valley provide that directors, officers and employees of Juniata Valley are generally entitled to be indemnified by Juniata Valley if they are made a party to litigation or other legal proceedings or are threatened by legal action by reason of the fact that they are a director, officer or employee of Juniata Valley or were serving in a similar capacity for another corporation, such as a subsidiary of Juniata Valley, at the request of Juniata Valley. Indemnification is not available unless the director, officer or employee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of Juniata Valley. If the proceedings are criminal in nature, indemnification is not available unless the director' officer or employee had no reason to believe his conduct was unlawful. Indemnification is available for actions brought by or in the right of Juniata Valley or by or on behalf of parties not related to Juniata Valley, and extends to expenses of litigation, including fees and to any judgment, fine or other amount reasonably incurred with respect to the action. However, in an action or suit by or in the right of Juniata Valley, indemnification is not available in respect of any claim or matter as to which the person is adjudged to be liable for misconduct in the performance of his duty to Juniata Valley. Juniata Valley's Bylaws also set forth a procedure for payment of legal expenses in advance of final disposition of a case, subject to repayment by the director, officer or employee if the director, officer or employee is ultimately determined not to be entitled to indemnification. Juniata Valley's Bylaws provide that its directors, officers and employees are presumed to be entitled to indemnification unless a court, a majority of the directors not involved in the proceedings or holders of 33 1/3% of Juniata Valley's outstanding common stock determine that indemnification is not available.
The Pennsylvania Business Corporation Law of 1988, 15 Pa. C.S.A. (S)(S)1501 et. seq. (the "BCL") became effective on October 1, 1988. Insofar as the BCL is contrary to the Bylaws and Articles of Incorporation of Juniata Valley, the BCL shall govern.
Directors and officers are also insured against certain liabilities by an
insurance policy obtained by Juniata Valley. The policy specifically excludes
claims for an accounting of profits made from purchases and/or sales by
directors or officers of Juniata Valley's securities within the meaning of
Section 16(b) of the Securities Exchange Act of 1934.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling of the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 16 Exhibits
The following exhibits are included with this Registration Statement:
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of Juniata Valley Financial
Corp.
4.2 Bylaws, as amended, of Juniata Valley Financial Corp. (incorporated herein
by reference to Exhibit 3 (ii) to Juniata Valley's Annual Report on Form
10-K, filed with the SEC on March 25, 2004).
4.3 Rights Agreement dated as of September 1, 2000 between Juniata Valley
Financial Corp. and The Juniata Valley Bank which includes as Exhibit "A"
the Form of Rights Certificate and as Exhibit "B" the Summary of Rights
Agreement (incorporated herein by reference to Juniata Valley's
registration statement on Form 8-A dated August 29, 2000).
5 Opinion of Mette, Evans & Woodside, special counsel to Juniata Valley
Financial Corp., re: Legality and Consent.
23.1 Consent of Beard Miller Company LLP, independent registered public
accounting firm.
23.2 Consent of Mette, Evans & Woodside, special counsel to Juniata Valley
Financial Corp.(included in Exhibit 5).
24 Power of Attorney (included on signature page).
99.1 Juniata Valley Financial Corp. Amended and Restated Dividend Reinvestment
Plan.
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99.2 Form of Juniata Valley Financial Corp. Authorization Form for Amended and Restated Dividend Reinvestment Plan.
Item 17
The undersigned Registrant hereby undertakes to file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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.
The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mifflintown, Commonwealth of Pennsylvania, on October 14, 2005.
JUNIATA VALLEY FINANCIAL CORP.
(Registrant)
By /s/ Francis J. Evanitsky
------------------------
Francis J. Evanitsky
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature appears below constitutes and appoints Francis J. Evanitsky and JoAnn N. McMinn and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Francis J. Evanitsky President and Chief Executive October 14, 2005
------------------------
Francis J. Evanitsky Officer (Principal Executive Officer)
/s/Timothy I. Havice Chairman October 14, 2005
----------------------
Timothy I. Havice
/s/ Martin L. Dreibelbis Vice Chairman October 14, 2005
---------------------------
Martin L. Dreibelbis
/s/ JoAnn N. McMinn Sr. Vice President and CFO October 14, 2005
----------------------
JoAnn N. McMinn (Principal Financial Officer
and Principal Accounting Officer)
20
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/s/ Ronald H. Witherite Director and Secretary October 14, 2005 --------------------------- Ronald H. Witherite /s/ Joe E. Benner Director October 14, 2005 ---------------------- Joe E. Benner /s/ A. Jerome Cook Director October 14, 2005 ------------------- A. Jerome Cook /s/ Philip E. Gingerich, Jr. Director October 14, 2005 ---------------------------- Philip E. Gingerich, Jr. _________________________ Director Marshall L. Hartman ____________________________ Director Don E. Haubert /s/ Charles L. Hershberger Director October 14, 2005 --------------------------- Charles L. Hershberger _____________________ Director Robert K. Metz, Jr. /s/ Dale G. Nace Director October 14, 2005 --------------------------- Dale G. Nace _____________________ Director John A. Renninger /s/Richard M. Scanlon, DMD Director October 14, 2005 -------------------------- Richard M. Scanlon, DMD /s/Harold B. Shearer Director October 14, 2005 ---------------------- Harold B. Shearer /s/ Jan G. Snedeker Director October 14, 2005 --------------------------- Jan G. Snedeker |
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation, as amended, of Juniata Valley Financial Corp.
4.2 Bylaws, as amended, of Juniata Valley Financial Corp. (incorporated herein by
reference to Exhibit 3 (ii) to the Registrant's Annual Report on Form 10-K, filed
with the SEC on March 25, 2004).
4.3 Rights Agreement dated as of September 1, 2000 between Juniata Valley Financial
Corp. and The Juniata Valley Bank which includes as Exhibit "A" the Form of
Rights Certificate and as Exhibit "B" the Summary of Rights Agreement
(incorporated herein by reference to Juniata Valley's registration statement on
Form 8-A dated August 29, 2000).
5 Opinion of Mette, Evans & Woodside, special counsel to Juniata Valley Financial
Corp., re: Legality and Consent.
23.1 Consent of Beard Miller Company LLP, independent registered public accounting firm.
23.2 Consent of Mette, Evans & Woodside, special counsel to Juniata Valley Financial
Corp. (included in Exhibit 5).
24 Power of Attorney (included on signature page).
99.1 Juniata Valley Financial Corp. Amended and Restated Dividend Reinvestment Plan.
99.2 Form of Juniata Valley Financial Corp. Authorization Form for Amended and Restated
Dividend Reinvestment Plan.
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Exhibit 4.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
JUNIATA VALLEY FINANCIAL CORP.
1. The name of the Corporation is Juniata Valley Financial Corp.
2. The location and post office address of its registered office in the Commonwealth of Pennsylvania is Bridge and Main Streets, Mifflintown, Pennsylvania.
3. The Corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:
To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which Corporations may be incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania. The Corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania (Act of May 5, 1933, P. L. 364, as amended).
4. The term for which the Corporation is to exist is perpetual.
5. The aggregate number of shares which the Corporation shall have authority to issue is 20,500,000 shares, divided into two classes consisting of 20,000,000 shares of Common Stock with a par value of $1.00 per share and 500,000 shares of Preferred Stock without a par value. The Board of Directors shall have the full authority permitted by law to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations and preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features or other special or relative rights that may be desired for the Preferred Stock and any series thereof, and to issue such Preferred Stock from time to time in one or more series. The designations, preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features and any other special or relative rights of any series of Preferred Stock may differ from those of any and all series at any time outstanding.
6. The name and post office address of each incorporator and the number and class of shares subscribed by each incorporator is:
Name Address No. and Class of Shares
James A. Ulsh 1801 N. Front St. One share of common stock
P.O. Box 729
Harrisburg, PA 17108
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7. No cumulative voting for the election of directors shall be permitted.
8. No holder of any class of capital stock of the Corporation shall have pre-emptive rights, and the Corporation may issue shares, option rights or securities having conversion or option rights with respect to shares and any other securities of any class without first offering them to shareholders of any class or classes
9. To the full extent permitted by law, the Board of Directors is expressly vested with the authority to make, alter, amend and repeal such Bylaws as it may deem necessary or desirable for the Corporation, subject to the statutory power of the shareholders to change such action but only upon the affirmative vote of the holders of the outstanding capital stock of the Corporation entitled to cast at least seventy-five percent (75%) of the votes which all shareholders are entitled to cast on the matter at a regular or special meeting of the shareholders duly convened after notice to the shareholders of that purpose.
10. A. The Board of Directors of the Corporation may, in its sole discretion, if it deems it advisable, oppose any offer, proposal, or attempt by any Corporation or other business entity, person or group to (a) make any tender or other offer to acquire any of the Corporation's securities; (b) merge or consolidate the Corporation with or into another entity; (c) purchase or otherwise acquire all or substantially all of the assets of the Corporation; or (d) make any transaction similar in purpose or effect to any of the above. In considering whether to oppose, recommend or remain neutral with respect to any of the aforesaid offers, proposals or plans, the Board of Directors shall evaluate what is in the best interests of the Corporation and may, but is not legally obligated to, consider any pertinent factors which may include but are not limited to any of the following:
(1) Whether the offering price, whether in cash or in securities, is adequate and acceptable based upon both the current market price of the Corporation's securities and the historical and present operating results or financial condition of the Corporation.
(2) Whether a price more favorable to the shareholders may be obtained now or in the future from other offerors and whether the Corporation's continued existence as an independent Corporation will affect the future value of the Corporation.
(3) What the impact of the offer would have on the employees, depositors, clients and the customers of the Corporation or its subsidiaries and the communities which they serve
(4) The present and historical financial position of the offeror, its reputation in the communities which it serves and the effect which the reputation and practices of offeror or its management and affiliates would have upon the employees, depositors and customers of the Corporation and the community which the Corporation serves.
(5) An analysis of the value of the securities (if any) offered in exchange for the Corporation's securities.
(6) Any anti-trust or other legal or regulatory issues raised by the offeror.
B. If the Board of Directors determines that an offer shall be rejected, it may take any lawful action to accomplish its purpose, including, but not limited to, any or all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaint with all government and regulatory authorities having jurisdiction over the offer; acquiring the Corporation's securities; selling or otherwise issuing authorized but unissued securities or treasury stock and granting options with respect thereto; acquiring a company to create an anti-trust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.
11. A. For purposes of this Article 11 the term "Business Combination" shall mean any one or more of the following transactions:
(1) Any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any ten percent (10%) Shareholder (as hereinafter defined) or (ii) any other Corporation (whether or not itself is a ten percent (10%) Shareholder) which is, or after such merger or consolidation would be, an affiliate (as hereinafter defined) of a ten percent (10%) Shareholder or;
(2) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of related transactions) to or with any ten percent (10%) Shareholder of assets whether of the Corporation or any Subsidiary or Subsidiaries of the Corporation, or any combination thereof, the aggregate value of which is equal to or greater than ten percent (10%) of the Corporation's consolidated stockholders equity; or
(3) The issuance or transfer by the Corporation or by any Subsidiary (in one transaction or in a series of related transactions) of any securities of the Corporation or any Subsidiary to any ten percent (10%) Shareholder or Affiliate of a ten percent (10%) Shareholder in exchange for cash, securities or other property or any combination thereof, having an aggregate fair market value equal to or greater than ten percent (10%) of the Corporation's consolidated stockholders equity; or
(4) Any reclassification of securities (including any reverse stock split), recapitalization, reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with, into or otherwise involving a ten percent (10%) Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary, which is directly or indirectly
owned by any ten percent (10%) Shareholder or any Affiliate of a ten percent (10%) Shareholder;
Provided however, no transaction described in Clauses 1. through 4. of this subparagraph A of Article 11 shall constitute a Business Combination if the Board of Directors has by resolution authorized or ratified the execution and delivery of a written agreement in principle, memorandum of understanding or letter of intent respecting such transaction prior to the time the ten percent (10%) Shareholder involved in such transaction acquired, directly or indirectly, more than five percent (5%) of the outstanding Common Stock of the Corporation which would be entitled to vote on such transaction. In such an event the provisions of subparagraph D of this Article 11 shall apply.
B. Notwithstanding the fact that by law or by agreement with a national securities exchange or otherwise no vote, or a lesser vote, of shareholders may be specified or permitted, and except as otherwise expressly provided in subparagraph C. of this Article 11 the affirmative vote of the holders of at least eighty-five percent (85%) of the votes which all Shareholders are entitled to cast on the matter shall be required to approve any Business Combination.
C. Notwithstanding the provisions of subparagraph B. of this Article 11, a Business Combination shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter, if and only if all of the following conditions shall have been satisfied:
(1) The ratio of (a) the aggregate amount of cash and fair market value of all other consideration to be received in such Business Combination by the Corporation, a Subsidiary, or the holders of Common Stock, as the case may be, divided by the number of shares of Common Stock issued and outstanding immediately prior to the first public announcement relating to such Business Combination, to (b) the market price of the Common Stock per share immediately prior to the first public announcement relating to such Business Combination, is at least as great as the ratio of (c) the highest per-share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) which such ten percent (10%) Shareholder has paid for any shares of Common Stock acquired by it within the three-year period prior to the record date for determining shareholders entitled to vote on such Business Combination to (d) the market price of the Common Stock immediately prior to the initial acquisition by such ten percent (10%) Shareholder of any Common Stock.
(2) The aggregate amount of the cash and fair market value of other consideration to be received in such Business Combination by the Corporation, a Subsidiary or the holders of Common Stock, as the case may be, divided by the number of shares of Common Stock issued and outstanding immediately prior to the first public announcement relating to such Business Combination, is not less than the highest per-share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such ten percent (10%) Shareholder for any block of Common Stock owned by it;
and in addition is not less than the market price per share of Common Stock immediately prior to the first public announcement relating to such Business Combination.
(3) The form of consideration to be received by holders of Common Stock in such Business Combination shall not be less favorable than the consideration paid by the ten percent (10%) Shareholder in acquiring the largest block of Common Stock already owned by it;
(4) After such ten percent (10%) Shareholder has acquired ownership of not less than ten percent (10%) of the then outstanding Common Stock (a "10% Interest") and prior to the consummation of such Business Combination:
(a) the ten percent (10%) Shareholder shall have taken all action necessary to ensure that the Corporation's Board of Directors included at all times representation by Continuing Director(s) (as hereinafter defined) proportionate to the ratio that the Voting Shares owned by persons who are not ten percent (10%) Shareholders ("Public Holders") bears to all Voting Shares outstanding at such respective times (with a Continuing Director to occupy any resulting fractional Board position);
(b) such ten percent (10%) Shareholder shall not have acquired any newly issued shares of stock, directly or indirectly, from the Corporation (except upon conversion of convertible securities acquired by it prior to obtaining a 10% Interest or as a result of a pro rata stock dividend or stock split); and
(c) such ten percent (10%) Shareholder shall not have acquired any additional shares of the Corporation's outstanding Voting Shares except as a part of the transaction which resulted in such ten percent (10%) Shareholder acquiring its 10% Interest;
(5) Prior to the consummation of such Business Combination, such ten percent (10%) Shareholder shall not have (a) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Corporation, or (b) made any major change in the Corporation's business or equity capital structure without the unanimous approval of the whole Board of Directors; and
(6) A proxy statement meeting the requirements of the Securities Exchange Act of 1934 shall have been mailed to all holders of Voting Shares for the purpose of soliciting shareholder approval of such Business Combination. Such proxy statement shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which the continuing Directors, or any of them, may have furnished in writing and an opinion of a reputable investment banking firm as to the fairness (or lack of fairness) of the terms of such
Business Combination, from the point of view of the holders of Voting Shares other than any ten percent (10%) Shareholder (such investment banking firm to be selected by a majority of the Continuing Directors, to be furnished with all information it reasonably requests and to be paid a reasonable fee by the Corporation for its services upon receipt by the Corporation of such opinion).
D. Any of the following which are not a Business Combination subject to the provisions of subparagraph B or subparagraph C of this Article 11 shall require the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all Shareholders are entitled to cast on the matter:
(1) Any merger or consolidation of the Corporation with or into another Corporation; or
(2) Any merger or consolidation of a Subsidiary with or into another Corporation if (i) the resulting, surviving or continuing Corporation, as the case may be, would not be a Subsidiary or (ii) the total number of shares of the Corporation issued or delivered in connection with such transaction, plus those initially issuable upon conversion of any other shares, securities or obligation to be issued in connection with such transaction, exceed fifteen percent (15%) of the shares of Common Stock of the Corporation outstanding immediately prior to the date on which such transaction is consummated; or
(3) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all of the assets of the Corporation; or
(4) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of a Subsidiary whose total assets exceed twenty percent (20%) of the total assets of the Corporation as reflected on the most recent consolidated balance sheet of the Corporation; or
(5) Any sale of all or substantially all of the stock in a subsidiary whose total assets exceed twenty percent (20%) of the total assets of the Corporation as reflected on the most recent consolidated balance sheet of the Corporation.
Provided, however, that the transaction described in Clauses 1 through 5, of this subparagraph D of Article 11 shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) and not seventy- five percent (75%) of the votes which all Shareholders are entitled to cast on the matter if the Board of Directors has by resolution authorized or ratified the execution and delivery of a written agreement in principle, memorandum of understanding or letter of intent respecting such transaction prior to the time that any party has presented such transaction to the shareholders of the Corporation for their consideration or approval.
Transactions involving the Corporation or a Subsidiary which are not Business Combinations or which are not described in (1) through (5) of this subparagraph D of Article 11, shall require only such shareholder approval, if any, as may be required pursuant to the Business Corporation Law of Pennsylvania as in effect from time to time.
E. Any plan or proposal for the liquidation or dissolution of the Corporation which would require or permit a distribution of any surplus remaining after paying off all debts and liabilities of the Corporation to the shareholders in accordance with their respective rights and preferences shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter; provided, the affirmative vote of the holders of at least eighty- five percent (85%) of the votes which all Shareholders are entitled to cast on the matter shall be required for any such plan or proposal which would permit such distribution to shareholders to be made other than in cash.
F. For the purposes of this Article 11 and Article 12:
(1) A "person" shall mean any individual group, firm, Corporation or other entity.
(2) "10% Shareholder" shall mean, in respect of any Business Combination, any person (other than the Corporation or any Subsidiary) who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on such Business Combination, or immediately prior to the consummating of any such transaction:
(a) is the beneficial owner, directly or indirectly, of not less than ten percent (10%) of the outstanding Common Stock of the Corporation, or
(b) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficiary owner, directly or indirectly, of not less than ten percent (10%) of the outstanding Common Stock of this Corporation, or
(c) is an assignee of or has otherwise succeeded to any Common Stock which was at any time within two years prior thereto beneficially owned by any ten percent (10%) Shareholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.
(3) A person shall be the "beneficial owner" of any Common Stock:
(a) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially own, directly or indirectly, or
(b) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote, pursuant to any agreement, arrangement or understanding, or
(c) which are beneficially owned, directly or indirectly, by any other person with which such first-mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.
(4) The outstanding Common Stock shall include shares deemed owned through application of Section 3 above but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.
(5) "Continuing Director" shall mean a person who was a member of the Board of Directors of the Corporation elected by the Holders of Common Stock prior to the date as of which any ten percent (10%) Shareholder acquired in excess of five percent (5%) of the then outstanding shares of Common Stock, or a person designated (before his initial election as a Director) as a Continuing Director by a majority of the then Continuing Directors.
(6) "Affiliate" and "Associate" shall have the respective meanings given those terms in the General Rules and Regulations under the Securities Exchange Act of 1934.
(7) "Subsidiary" means any corporation or entity of which a majority of any class of equity security (as defined in the General Rules and Regulations under the Securities Exchange Act of 1934) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of ten percent (10%) Shareholder set forth in Section 2 of this subparagraph F, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.
(8) "Voting Shares" shall mean any shares of the capital stock of the Corporation entitled to vote (irrespective of the number of votes which each such share is entitled to cast) generally in the election of Directors.
G. A majority of the Continuing Directors shall have the power and duty to determine for the purposes of this Article 11, on the basis of information known to them, (1) the number of shares of Common Stock beneficially owned by any person, (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in Section 3 of subparagraph F., (4) the
fair market value of consideration other than cash to be received in any Business Combination, (5) whether the form of consideration to be received by holder of Common Stock in a Business Combination is not less favorable than the consideration paid by a ten percent (10%) Shareholder in acquiring the largest block of Common Stock owned by it, and (6) whether a ten percent (10%) Shareholder has taken all action necessary to ensure proportionate representation by Continuing Directors on the Board of Directors for purposes of clause 4(a) of subparagraph C of this Article 11.
H. Nothing contained in this Article 11 shall be construed to relieve any ten percent (10%) Shareholder from any fiduciary obligation imposed by law.
12. Articles 7, 8, 9, 10 and 11 of these Articles of Incorporation, and this Article 12, may not be amended, altered, changed or repealed without the affirmative vote of holders of at least eighty-five percent (85%) of the votes which all shareholders are entitled to cast on the matter. Provided, however, that if the amendment, alteration, change or repeal of any of the aforesaid Articles is recommended to the shareholders by sixty-six and two-thirds percent (66 2/3%) of the whole Board of Directors, consisting entirely of Continuing Directors, then the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter shall be required. Article 5 of these Articles of Incorporation may not be amended, altered, changed or repealed without the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all shareholders are entitled to cast on the matter.
13. The Corporation shall, to the fullest extent permitted by applicable law, indemnify any and all persons whom it shall have the power to indemnify from and against any and all expenses, liabilities or other matter for which indemnification is permitted by applicable law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
14. Each article of these Articles of Incorporation shall be considered separable and if for any reason any Article is determined to be invalid and contrary to any then existing law, such invalidity shall not impair the operation of or affect those Articles which are valid.
Exhibit 5
October 14, 2005
Board of Directors
Juniata Valley Financial Corp.
Bridge and Main Streets
P.O. Box 66 Mifflintown, PA 17059-0066
Re: Juniata Valley Financial Corp.
Amended and Restated Dividend Reinvestment Plan
Registration Statement on Form S-3
Gentlemen:
This opinion is rendered in connection with the proposed issuance of up to 100,000 shares of common stock, $1.00 par value (the "Shares"), from time to time by Juniata Valley Financial Corp. (the "Company") pursuant to the Company's Amended and Restated Dividend Reinvestment Plan (the "Plan"). The proposed issuance of Shares is covered by the Company's Registration Statement on Form S-3 filed on or about this date with the Securities and Exchange Commission under the Securities Act of 1933 ("Registration Statement").
We have reviewed the corporate proceedings relating to the proposed stock offering and such other legal matters as we have deemed appropriate for the purpose of this opinion. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records.
Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the Pennsylvania Business Corporation Law. We assume no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that may change the opinion expressed herein after the date hereof.
Based upon and subject to the foregoing, we are of the opinion that the Shares are duly and validly authorized and when issued and sold as contemplated by the Plan and the Registration Statement, will be legally and validly issued, fully paid and non-assessable shares of capital stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement under the caption "Legal Matters."
Very truly yours,
METTE, EVANS & WOODSIDE
/s/ Mette, Evans & Woodside ------------------------------ |
Exhibit 23.1
Juniata Valley Financial Corp.
Mifflintown, PA
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated February 14, 2005, relating to the consolidated financial statements of Juniata Valley Financial Corp. and, our report dated April 22, 2005, relating to the effectiveness of Juniata Valley Financial Corp.'s internal control over financial reporting appearing in the Company's Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2004, and our reports dated September 2, 2005, relating to the consolidated financial statements of Juniata Valley Financial Corp. and the effectiveness of Juniata Valley Financial Corp.'s internal control over financial reporting appearing in the Company's Quarterly Report on Form 10-Q/A for the six months ended June 30, 2005.
We also consent to the reference to us under the caption "Experts" in the Prospectus.
/s/ Beard Miller Company LLP
Pittsburgh, PA
October 14, 2005
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Exhibit 99.1
JUNIATA VALLEY FINANCIAL CORP.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
1. PURPOSE OF THE PLAN
The purpose of the Juniata Valley Financial Corp.("Juniata") Amended and Restated Dividend Reinvestment Plan (the "Plan") is to provide holders of record and beneficial holders of Juniata common stock (the "Stock") a convenient method of investing their dividends and voluntary cash contributions in Stock at a savings over the cost of purchasing the Stock in the open market when the Stock is purchased from Juniata.
2. DEFINITIONS
For purposes of the Plan, the following words or phrases shall have the meanings assigned to them below:
(a) "Authorization Card" shall mean the card or other document designated by the Plan Agent as the required evidence of a shareholder's election to participate in the Plan.
(b) "Dividend Payment Date" shall mean the date that Juniata pays a dividend to its shareholders.
(c) "Fair market value" on a particular date shall mean:
(i) the closing sale price of the Stock on an established stock exchange or as reported on the Over the Counter Bulletin Board ("OTCBB") by the National Association of Securities Dealers Automated Quotation System ("NASDAQ");
(ii) if no closing sale price is reported on the given date, the closing sale price of a share of Stock on the next preceding day on which the Stock was traded, as reported on the OTCBB by NASDAQ; or
(iii) if the Stock is not reported on the OTCBB or on any stock exchange, by the Board of Directors, in its sole discretion.
(d) "Juniata" shall mean Juniata Valley Financial Corp.
(e) "Participant" shall mean a holder of common stock of Juniata who has elected to participate in the Plan by delivering an executed Authorization Card to the Plan Agent.
(f) "Plan Agent" shall mean the Registrar and Transfer Company, Juniata's transfer agent, and shall also mean any other entity to which Juniata has delegated all or any part of the administrative functions under the Plan.
(g) "Plan Shares" shall mean shares of common stock that have been purchased by a Participant under the Plan and which are held by the Plan Agent in a custodial account for the Participant.
(h) "Record Date" shall mean the date on which a person must be registered as a shareholder on the stock record books of Juniata in order to receive a dividend. Record Dates of Juniata are normally fourteen (14) days prior to the Dividend Payment Date.
(i) "Stock" shall mean the $1.00 par value common stock of Juniata.
3. AVAILABLE SHARES
Juniata is offering a total of 200,000 shares under the Plan, subject to adjustment in accordance with this Section. If the outstanding shares of Juniata common stock shall be changed into or exchanged for a different number or kind of shares of common stock of Juniata or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, stock split, combination of shares or otherwise), or if the number of such shares of common stock shall be increased through the payment of a stock dividend, then there shall be substituted for or added to the maximum number of shares of common stock offered under the Plan, the number and kind of shares into which each outstanding share of common stock shall be exchanged, or to which each such share shall be entitled, as the case may be.
4. ADMINISTRATION
The Plan shall be administered by Registrar and Trust Company, Juniata's transfer agent, as the Plan Agent. Juniata reserves the right to appoint any other entity to administer the Plan and act as the Plan Agent. All Plan Shares will be registered in the name of the Plan Agent (or its nominee) as agent for the Participants. The Plan Shares will be credited to the accounts of the respective Participants as their interests may appear.
5. PARTICIPATION
Subject to the provisions contained in the Plan, all holders of record of the Stock are eligible to participate in the Plan. A beneficial owner whose shares are registered in a name other than his or her own must become a shareholder of record by having all or a part of such shares transferred into his or her own name in order to participate in the Plan.
Juniata reserves the right not to offer participation in the Plan to those shareholders of record who reside in jurisdictions which require registration of the Plan with the securities commission of that jurisdiction.
6. ENROLLMENT
A shareholder of record may enroll in the Plan at any time by completing and signing an Authorization Card and returning it to the Plan Agent. If an Authorization Card requesting reinvestment of dividends is received by the Plan Agent before the Record Date established for a particular dividend, reinvestment will commence with that dividend. If an Authorization Card is received from a shareholder after the Record Date established for a particular dividend, the reinvestment of dividends will begin on the Dividend Payment Date following the next Record Date if the shareholder is still a holder of record at that time. A shareholder who elects to enroll in the Plan may, at the shareholder's option, participate with respect to some, but not all shares of Stock owned of record by that shareholder.
7. VOLUNTARY CASH CONTRIBUTIONS
A Participant may make voluntary cash contributions to the Plan up to a maximum of $3,000 in any single year, with a minimum of $500 per deposit. Participants need not invest the same amount from time to time. Participants are under no obligation to make any cash contributions.
For each account for which a Participant desires to make a voluntary cash contribution, the Participant shall forward to the Plan Agent a check drawn from a U.S. bank in U.S. currency payable to the Plan Agent. Participants will not be credited with interest on their voluntary cash contributions. Because the Plan Agent is prohibited from holding voluntary cash contributions for extended periods of time prior to investing them, Participants are strongly encouraged to submit voluntary cash contributions as near as possible to the applicable Dividend Payment Date. Voluntary cash payments may be received by the Plan Agent no more than thirty days prior to any Dividend Payment Date. Any payments received by the Plan Agent earlier than this time will be returned to the Participant. On each Dividend Payment Date, the Plan Agent will apply voluntary cash contributions received before the Record Date to the purchase of Stock for the Participants' accounts. A voluntary cash contribution will not be deemed to have been made by a Participant or received by the Plan Agent until the funds contributed are actually collected.
Voluntary cash contributions will be returned to a Participant: (i) if received more than thirty days prior to the Dividend Payment Date and (ii) upon written request to the Plan Agent, provided that the request is received no later than the last business day prior to the next scheduled Record Date.
8. PURCHASES
On each Dividend Payment Date, Juniata will pay to the Plan Agent the total amount of dividends payable on each Participant's shares of Stock enrolled in the Plan (including Plan Shares) and, except as otherwise directed by Juniata, the Plan Agent shall use that amount, in addition to the Participant's voluntary cash contributions, if any, to purchase Stock for the account of the Participant.
Juniata reserves the right at any time to direct the Plan Agent to purchase Stock in the open market for the Plan. Open market purchases will be made as soon as possible after the applicable Dividend Payment Date, but not more than 30 days after such date. The purchase price to a Participant of Stock purchased in the open market will be the cost (including brokerage commissions) to the Plan Agent of such purchases. In the event that any Stock is purchased in the open market, no Stock will be allocated to a Participant's account until the date on which the Plan Agent has purchased sufficient shares of Stock to cover purchases for all Participants in the Plan. If purchases occur at different prices, the purchase price per share of Stock to all Participants will be based upon the weighted average of the prices of all shares of Stock purchased from Juniata (if any) and in the open market.
Each Participant's account will be credited with the number of whole and fractional shares (calculated to four (4) decimal places) equal to the amount to be invested for the Participant divided by the applicable purchase price.
9. DIVIDENDS
As record holder of the Plan Shares held in Participants' Accounts under the Plan, the Plan Agent will receive dividends on all Plan Shares held on each dividend Record Date. The Plan Agent will credit such dividends to Participants' accounts on the basis of whole or fractional shares held in each account and will automatically reinvest these dividends in the Stock of Juniata.
10. COSTS
No brokerage fees will be charged to Participants in connection with the purchase of Stock from Juniata. Participants will be charged the actual cost (including brokerage commissions) of all Stock purchased in the open market. Decisions whether to purchase Stock from Juniata or in the open market will be made by the Plan Agent, except that Juniata may refuse to sell Stock to the Plan Agent. All other costs of administration of the Plan will be borne by Juniata; however, a reasonable service charge may be assessed at the time of a Participant's withdrawal from the Plan or at any time a share certificate is requested by a Participant.
11. REPORTS TO PARTICIPANTS
As soon as practicable after completion of each investment on behalf of a
Participant, the Plan Agent will mail to such Participant a statement showing
(i) the amount of the dividend and the voluntary cash contribution, if any,
applied toward such investment, (ii) the taxes withheld, if any, (iii) the net
amount invested, (iv) the number of shares purchased, (v) the average cost per
share, and (vi) the total shares accumulated under the Plan, computed to four
decimal places. Annually, each Participant will be provided Internal Revenue
Service From 1099 reporting dividend income received by the Participant.
12. VOTING OF SHARES
For each meeting of shareholders, the Plan Agent will forward a proxy card to each Participant, and will vote the whole Plan Shares in the Participant's Account in accordance with the instructions received from the Participant. Fractional shares will not be voted. The Plan Shares of a Participant who does not return a proxy card will not be voted.
13. CERTIFICATES FOR SHARES
All Plan Shares will be registered in the name of the Plan Agent or its nominee, as agent for the Participants. Certificates for Plan Shares will not be issued to a Participant unless the Participant makes a written request for a certificate. Certificates for any number of whole Plan Shares will be issued to a Participant within 15 days of a signed written request to the Plan Agent. A reasonable fee may be charged for each certificate requested. Any remaining whole or fractional Plan Shares will continue to be held by the Plan Agent as the agent for the Participant. Certificates for fractional shares will not be issued under any circumstances.
14. TERMINATION OF ACCOUNT AND WITHDRAWALS
A Participant may terminate his or her account not less than 15 days prior to any Dividend Payment Date by giving written notice of termination to the Plan Agent. Any notice received less than 15 days prior to an Dividend Payment Date shall not be effective until dividends and other accumulated funds, if any, have been invested and credited to the Participant's account. The Plan Agent may terminate any account by written notice to the Participant and to Juniata. The Plan Agent may charge a reasonable fee for terminating a Participant's account.
Within a reasonable time after termination, the Plan Agent will deliver to the
Participant (i) a certificate for all whole Plan Shares held under the Plan and
(ii) a check in lieu of the issuance of a fractional share equal to the
fractional Plan Share multiplied by the fair market value per share of the Stock
on the date of termination. The Plan Agent may assess against the Participant's
account
any fees associated with the termination of such Participant's account. The Participant shall have no right to give instructions to the Plan Agent with respect to any Plan Shares or cash held in the Participant's account except as expressly provided in the Plan. The Participant may be charged a reasonable fee for issuance of the certificate.
As an alternative, upon termination of participation in the Plan, a Participant may request in writing that all Plan Shares, both whole shares and any fraction of a Plan Share, held for the Participant's account be sold. If a sale of all Plan Shares is specified in the notice of termination, the sale will be made by the Plan Agent, through a stock broker designated by the Plan Agent, as soon as practicable following receipt by the Plan Agent of instructions from the Participant to do so. The proceeds of such sale, less brokerage commissions, any transfer taxes, if any, and any fees relating to termination of the account, will be paid to the terminating Participant.
15. DISPOSITION OF SHARES HELD OF RECORD
After receipt of notice that a Participant has disposed of all shares of Stock registered in his name, the Plan Agent will request instructions from the Participant as to the disposition of the Participant's Plan Shares. If the Plan Agent is unable to obtain instructions within 30 days after the mailing of such request, the Plan Agent may terminate the account and have a certificate issued and delivered for all full Plan Shares in the account, together with cash for any fractional interest in a Plan Share at the current fair market value, or at its discretion, the Plan Agent may continue to reinvest the dividends until otherwise instructed.
16. STOCK DIVIDENDS; STOCK SPLITS; RIGHTS OFFERINGS
Any stock dividends or split shares distributed by Juniata with respect to the Plan Shares of a Participant will be added to the Participant's account as additional Plan Shares. Stock dividends or stock split shares distributed with respect to shares of Stock registered in a Participant's name will be mailed directly to the Participant in the same manner as to shareholders who do not participate in the Plan.
In the event of a rights offering by Juniata, the Plan Agent may either sell all rights received with respect to Plan Shares held of record by the Plan Agent or, in its discretion, the Plan Agent may distribute the rights to Participants. If the Plan Agent sells all rights received with respect to Plan Shares, the Plan Agent will invest the proceeds of sale in additional shares of Stock, which will be retained by the Plan Agent as custodian and credited proportionately to the accounts of the Participants. Participants who wish to exercise the rights must request the Plan Agent to forward a share certificate to the Participant as provided in Section 13 of this Plan. Requests for share certificates must be made prior to the record date for exercising such rights. Rights on shares of Stock registered in the name of a Participant will be mailed directly to the Participant.
17. AMENDMENT OR DISCONTINUANCE OF THE PLAN
Juniata may amend, supplement, suspend, modify or terminate the Plan at any time without the approval of the Participants. Thirty (30) days' notice of any suspension or material amendment shall be sent to all Participants, who shall in all events have the right to withdraw from the Plan.
18. INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be determined by the Board of Directors of Juniata pursuant to applicable federal and state law and the rules and regulations of all regulatory authorities, and such determination shall be final and binding on all Participants.
19. NOTICE TO PARTICIPANTS
Any notice to the Participants may be given by letter addressed to the Participant at the Participant's last address of record with Juniata. The Participant agrees to give prompt written notice to Juniata of any change of address.
20. DUTIES AND RESPONSIBILITIES
Neither Juniata, the Plan Agent, nor their nominees shall have any responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except such as are expressly set forth herein. Neither Juniata nor the Plan Agent shall be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability (a) with respect to the time or prices at which Stock is purchased or sold for a Participant's account, or any inability to purchase or sell Stock, for any reason, (b) for any fluctuation in the market value after purchase or sale of Stock, or (c) arising out of failure to terminate the Participant's account upon the Participant's death prior to receipt of notice in writing of the Participant's death.
21. GOVERNING LAW
This Plan is governed by the laws of the Commonwealth of Pennsylvania.
Exhibit 99.2
Form of
Juniata Valley Financial Corp.
Mifflintown, Pennsylvania 17059
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
PARTICIPANT FORM
Name____________________________ SSN#___________________________
Name____________________________ SSN#___________________________
Address____________________________
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By signing this form, I elect to participate in the Juniata Valley Financial Corp. ("JVFC") Amended and Restated Dividend Reinvestment Plan (the "Plan"). I understand that the purpose of the Plan is to provide a simple and convenient method in which cash dividends and voluntary cash contributions are invested in additional shares of the common stock of JVFC ("Stock").
I understand that the investment date will be the dividend payment date. As long as this card is returned to the Plan Agent on or before the Record Date (as described in the Plan) established for a particular dividend, reinvestment will commence with that dividend. I may make voluntary cash contributions of a minimum of $500 per dividend payment period and a maximum of $3,000 per year. I understand that interest will NOT be paid on voluntary cash contributions. My contributions will be returned provided a written request is received by the Plan Agent no later than the last business day prior to the next scheduled Record Date..
By signing this form, I certify that I have read the Plan and have reviewed a copy of the prospectus describing the Plan, and I elect to participate in the Plan.
_____ I elect to participate with respect to all of my shares of Stock.
_____ I elect to participate in the Plan with respect to ______ shares of my
Stock.
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Date ________________________ Signature ___________________________
Signature ___________________________