CITIZENS FINANCIAL SERVICES INC (Form: 8-K, Received: 06/16/2023 16:41:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2023

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

001-41410

23-2265045

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15 S Main St.

Mansfield, Pennsylvania

16933

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (570) 622-2121

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Name of each exchange

on which registered

Common Stock, Par Value $1.00 Per Share

CZFS

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On June 16, 2023, Citizens Financial Services, Inc., a Pennsylvania corporation (the “Company” or “CZFS”), completed its previously announced acquisition of HV Bancorp, Inc. (“HVBC”), pursuant to the Agreement and Plan of Merger, dated October 18, 2022 (the “Merger Agreement”), by and between CZFS, HVBC, Huntingdon Valley Bank, HVBC’s subsidiary bank (“HVB”), First Citizens Community Bank, the Company’s subsidiary bank (“FCCB”), and CZFS Acquisition Company, LLC, FCCB’s direct shareholder. Under the terms of the Merger Agreement, (i) HVBC merged with and into CZFS, with CZFS being the surviving entity, and (ii) HVB merged with and into FCCB, with FCCB being the surviving entity (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of HVBC common stock was converted into the right to receive, subject to the election of the holder, either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock (as adjusted for a stock dividend), with cash payable in lieu of any fractional shares. Elections were subject to proration procedures whereby 80% of the shares of HVBC common stock will be exchanged for shares of CZFS common stock and 20% of the shares of HVBC common stock will be exchanged for cash. Based on the elections and proration procedures, the total consideration payable to HVBC shareholders is comprised of an aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash.

A copy of CZFS’s press release dated June 16, 2023, announcing the completion of the Merger, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by CZFS with the Securities and Exchange Commission on October 19, 2022, and is incorporated by reference herein.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, in connection with and effective upon the completion of the Merger, the Board of Directors of the Company (the “Board”) increased the number of directors that comprise the Board to 13 directors, an increase of one, and appointed Robert J. Marino, former President of HVBC, to the Board. Mr. Marino will hold office until the Company’s 2024 annual meeting of shareholders, and will be nominated by the Board to stand for re-election at the Company’s 2024 annual meeting of shareholders.

In addition, in connection with and effective upon completion of the Merger, the Board of Directors of FCCB (the “FCCB Board”) increased the number of directors that comprise the FCCB Board to 16 directors, an increase of two, and appointed Mr. Marino and John D. Behm to the FCCB Board. Mr. Behm and Mr. Marino will each serve on the FCCB Board until the next annual meeting of FCCB at which time they will be nominated for re-election.

Item 9.01.

Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired

The required financial statements will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)	Pro Forma Financial Information

The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d)

Exhibits


Exhibit Number		Description

99.1		Press Release of Citizens Financial Services, Inc. dated June 16, 2023.

104		Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CITIZENS FINANCIAL SERVICES, INC.

June 16, 2023

	By:	/s/ Stephen J. Guillaume
		Stephen J. Guillaume
		Chief Financial Officer

Exhibit 99.1

LOGO

Citizens Financial Services, Inc. Announces Completion of Merger with HV Bancorp, Inc.

Mansfield, PA – June 16, 2023 – Citizens Financial Services, Inc. (NASDAQ: CZFS) (the “Company” or “CZFS”), the holding company for First Citizens Community Bank (“FCCB”), completed its merger with HV Bancorp, Inc. (NASDAQ: HVBC) and FCCB completed its merger with HVBC’s subsidiary bank, Huntingdon Valley Bank (“HVB”). Under the terms of the merger agreement, HVBC merged with and into CZFS with CZFS as the surviving corporation and HVB merged with and into FCCB with FCCB as the surviving institution.

This strategically compelling merger is expected to enhance and expand CZFS’s presence in communities located in Montgomery, Bucks and Philadelphia Counties in Pennsylvania, New Castle County in Delaware, and Burlington County in New Jersey.

“With this merger, we aim to provide an even more robust and comprehensive range of financial services and products to our customers,” noted Randall E. Black, President & CEO of FCCB. “By leveraging the synergies between our institutions, we will enhance our capabilities, expand our reach, and deliver the superior banking experience for which we are known to customers in and around the Philadelphia market.”

In connection with the closing of the merger, Robert J. Marino, the former President of HVBC, will join the combined company as a member of the board of directors of each of CZFS and FCCB and in the role of Chief Revenue Officer and Senior Executive Vice President of FCCB. John D. Behm, a former director of HVBC, was also appointed to the board of directors of FCCB.

Under the terms of the merger agreement, at the effective time of the merger, each share of HVBC common stock was converted into the right to receive, subject to the election of the holder, either (x) $30.50 in cash or (y) 0.4040 shares of CZFS common stock (as adjusted for a stock dividend), with cash payable in lieu of any fractional shares. Elections were subject to proration procedures whereby at least 80% of shares of HVBC common stock will be exchanged for shares of CZFS common stock. As a result of the elections, former HVBC shareholders received an aggregate of approximately 723,068 shares of CZFS common stock and an aggregate of approximately $13.65 million in cash.

About Citizens Financial Services, Inc.

Citizens Financial Services, Inc. (NASDAQ: CZFS) is a $2.3 billion bank holding company conducting business through First Citizens Community Bank. First Citizens Community Bank operates 33 offices in Pennsylvania, Delaware and New York. For more details on Citizens Financial Services, Inc. visit: www.firstcitizensbank.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about CZFS and its industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding CZFS’ future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to CZFS, are forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should” and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results.

The risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to, the following: (1) the businesses of CZFS and HVBC may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) the possibility that CZFS may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate HVBC’s operations and those of CZFS; (5) such integration may be more difficult, time consuming or costly than expected; (6) revenues following the merger may be lower than expected; (7) the dilution caused by CZFS’s issuance of additional shares of its capital stock in connection with the merger; (8) changes in general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; and (9) legislative and regulatory changes. Further information about these and other relevant risks and uncertainties may be found in CZFS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in subsequent filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made. CZFS does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. You are cautioned not to place undue reliance on these forward-looking statements.

Citizens Financial Services, Inc.

Contact:

LeeAnn Gephart

SVP, Chief Consumer Banking Officer

(570) 546-6005