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): September 25,
2009
CITIZENS & NORTHERN
CORPORATION
(Exact
name of registrant as specified in its charter)
PENNSYLVANIA
(State or
other jurisdiction of incorporation)
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000-16084
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23-2951943
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(Commission
file number)
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(IRS
employer ID)
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90-92 Main Street,
Wellsboro Pennsylvania
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16901
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's
telephone number, including area code - (570)
724-3411
N/A
(Former
name, address and fiscal year, 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):
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This Form
8-K is being filed solely for the purpose of setting forth in a filing pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a
complete updated description of the common stock of Citizens & Northern
Corporation (“Citizens & Northern” or “our”). All of the terms of our
common stock described below have been previously disclosed in our Exchange Act
filings.
Our
common stock is registered under Section 12(b) of the Exchange Act pursuant to
Commission Order effective as of July 31, 2006 approving the application of the
NASDAQ Stock Market LLC with respect to such registration. Prior to
July 31, 2006, our common stock was registered under Section 12(g) of the
Exchange Act and was described in a Form S-4 Registration Statement
(Registration Statement No. 33-12006), filed with the Commission on February 23,
1987 pursuant to the Securities Act of 1933, as amended, and any subsequent
filed reports that provided updates to such description.
Description
of Registrant’s Common Stock.
The
following is a brief description only and is not intended to be a complete legal
description of our common stock or of the provisions of our articles of
incorporation and by-laws described below.
General
Our
articles of incorporation provide that we may issue up to 20,000,000 shares of
common stock, par value of $1.00 per share, and 30,000 shares of preferred
stock, $1,000 par value per share. All outstanding shares of our
common stock are fully paid and nonassessable. Our common stock is
traded on the NASDAQ Capital Market under the symbol “CZNC”.
Each
outstanding share of our common stock entitles the holder to one vote on all
matters submitted to a vote of shareholders, including the election of
directors. The holders of our common stock possess exclusive voting power,
except as otherwise provided by law or by articles of amendment establishing any
series of our preferred stock, including the voting rights held by holders of
our Series A Preferred Stock.
There is
no cumulative voting in the election of directors, which means that the holders
of a plurality of our outstanding shares of common stock entitled to vote can
elect all of the directors then standing for election.
When a
quorum is present at any meeting, questions brought before the meeting will be
decided by the vote of the holders of a majority of the shares present and
voting on such matter, whether in person or by proxy, except when the meeting
concerns matters requiring the vote of the holders of a majority of all
outstanding shares under applicable law or our articles of incorporation require
a higher vote. Our articles of incorporation provide certain
anti-takeover provisions that require super-majority votes, which may limit
shareholders' rights to effect a change in control, as described under the
section below "- Anti-Takeover Provisions of Articles of Incorporation and
By-Laws."
Classification
of Board of Directors
Our articles of incorporation provide
for a classified board, to which approximately one-third of our board of
directors is elected each year at our annual meeting of shareholders.
Accordingly, our directors serve three-year terms rather than one-year
terms.
Dividends,
Liquidation and Other Rights
Holders of shares of common stock are
entitled to receive dividends only when, as and if approved by our board of
directors from funds legally available for the payment of dividends, after
payment of dividends on any of our outstanding series of preferred stock. Our
common shareholders are entitled to share ratably in our assets legally
available for distribution to our shareholders in the event of our liquidation,
dissolution or winding up, voluntarily or involuntarily, after payment of, or
adequate provision for, all of our known debts and liabilities and of any
preferential rights of any series of our preferred stock that may then be
outstanding.
Holders
of shares of our common stock have no preference, conversion, exchange, sinking
fund or redemption rights and have no preemptive rights to subscribe for any of
our securities. Our board of directors may issue additional shares of
our common stock or rights to purchase shares of our common stock without the
approval of our shareholders.
The
rights of holders of our common stock may be limited by the rights of holders of
our preferred stock that may be outstanding.
Our
articles of incorporation authorize us to issue up to 30,000 shares of preferred
stock, $1,000 par value per share, which are permitted to be issued in
connection with our participation in the TARP Capital Purchase Program of the
U.S. Treasury. In January 2009, our Board of Directors established a
series of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series
A Preferred Stock”), and issued 26,440 shares thereof to the U. S.
Treasury. The shares of Series A Preferred Stock entitle the holder
to preferential cumulative dividends, preferential liquidation rights and, under
certain circumstances when dividends have not been paid on the shares of
Preferred Stock, the right to elect two directors to our board. In
addition to any other vote or consent required by law or our articles of
incorporation, the vote or consent of the holders of at least 66 2/3% of the
outstanding shares of Series A Preferred Stock, voting as a separate class, is
required in order to take certain actions affecting the Series A Preferred
Stock. The Series A Preferred Stock is described more fully in our
Current Report on Form 8-K filed on January 22, 2009.
Anti-Takeover
Provisions of Articles of Incorporation and By-Laws
Our
articles of incorporation contain certain provisions that make it more difficult
to acquire control of us by means of a tender offer, open market purchase, a
proxy fight or otherwise. These provisions are designed to encourage persons
seeking to acquire control of us to negotiate with our directors. We believe
that, as a general rule, the interests of our shareholders would be best served
if any change in control results from negotiations with our
directors.
Our articles of incorporation provide
for a classified board, to which approximately one-third of our board of
directors is elected each year at our annual meeting of shareholders.
Accordingly, our directors serve three-year terms rather than one-year terms.
The classification of our board of directors has the effect of making it more
difficult for shareholders to change the composition of our board of directors.
At least two annual meetings of shareholders, instead of one, will generally be
required to effect a change in a majority of our board of directors. Such a
delay may help ensure that our directors, if confronted by a holder attempting
to force a proxy contest, a tender or exchange offer, or an extraordinary
corporate transaction, would have sufficient time to review the proposal as well
as any available alternatives to the proposal and to act in what they believe to
be the best interests of our shareholders. The classification provisions apply
to every election of directors, however, regardless of whether a change in the
composition of our board of directors would be beneficial to us and our
shareholders and whether or not a majority of our shareholders believe that such
a change would be desirable.
The classification of our board of
directors could also have the effect of discouraging a third party from
initiating a proxy contest, making a tender offer or otherwise attempting to
obtain control of us, even though such an attempt might be beneficial to us and
our shareholders. The classification of our board of directors could thus
increase the likelihood that incumbent directors will retain their positions. In
addition, because the classification of our board of directors may discourage
accumulations of large blocks of our stock by purchasers whose objective is to
take control of us and remove a majority of our board of directors, the
classification of our board of directors could tend to reduce the likelihood of
fluctuations in the market price of our common stock that might result from
accumulations of large blocks of our common stock for such a purpose.
Accordingly, our shareholders could be deprived of certain opportunities to sell
their shares at a higher market price than might otherwise be the
case.
Additionally our articles of
incorporation and by-laws contain certain other provisions that may have the
effect of deterring or discouraging an attempt to take control of Citizens &
Northern. Among other things, these provisions:
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do
not permit shareholders' actions without a
meeting;
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eliminate
cumulative voting in the election of
directors;
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require
advance notice of nominations for the election of directors and the
presentation of shareholder proposals at meetings of
shareholders;
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permit
our board of directors to consider the effects on our employees,
customers, depositors and communities it serves when determining whether
to oppose any tender offer for our common
stock;
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require
the affirmative vote of at least 75% of the votes that all holders of our
common stock are entitled to cast to approve any merger, consolidation,
sale of all or substantially all of our assets, share exchange in which a
person or entity acquires our issued and outstanding shares of capital
stock pursuant to a vote of shareholders, or any transaction similar to,
or having a similar effect to, any of the foregoing, unless such action is
approved in advance by the affirmative vote of 66-2/3% of our board of
directors;
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require
the affirmative vote of at least 75% of the votes that all shareholders
are entitled to cast to approve liquidation or dissolution, unless such
action is approved in advance by the affirmative vote of 66-2/3% of our
board of directors;
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require
that mergers and other similar transactions with an Acquiring Entity
(defined as a person or entity holding more than 5% of our common stock
and entitled to vote as of the applicable record date) be approved by the
affirmative vote of at least 75% of the votes entitled to be cast by the
remaining shareholders, unless the transaction is approved, in advance, by
at least 66-2/3% of our directors who are Continuing Directors (defined as
a director who is elected prior to the time the Acquiring Entity became
the owner of more than 10% of our common stock or who is elected by the
remaining shareholders or by the other Continuing
Directors);
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require
that, following the acquisition by any person or group of 30% of our
common stock, the remaining holders of our common stock shall have the
right to receive payment for their shares, in cash, from such person or
group, in an amount equal to the "fair value" of the shares, including an
increment representing a proportion of any value payable for control,
unless such acquisition was approved in advance by 66-2/3% or more of the
board of directors;
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require
an affirmative vote of at least 75% of the votes that all holders of our
common stock are entitled to cast in order for the shareholders to repeal
or amend our by-laws; and
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require
to approve the repeal or amendment of certain provisions of our articles
of incorporation either (i) the affirmative vote of at least 75% of the
votes entitled to be cast by holders of our common stock or (ii) the
affirmative vote of 66-2/3% of our board of directors who are Continuing
Directors and the affirmative vote of at least a majority of the votes
that all holders of our common stock are entitled to
cast.
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Item
9.01.
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Financial
Statements and Exhibits.
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3.1
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Articles
of Incorporation as amended (incorporated by reference to Exhibit 3.1 to
Registrant’s Form 8-K filed on September 21,
2009)
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3.2
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By-Laws
as amended (incorporated by reference to Exhibit 3.2 to Registrant’s Form
8-K filed on September 21,
2009)
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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.
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Citizens
& Northern Corporation |
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Date: September
25, 2009
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By:
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/s/
Craig G. Litchfield |
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Craig
G. Litchfield, President & CEO |
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Articles
of Incorporation as amended (incorporated by reference to Exhibit 3.1 to
Registrant’s Form 8-K filed on September 21,
2009)
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3.2
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By-Laws
as amended (incorporated by reference to Exhibit 3.2 to Registrant’s Form
8-K filed on September 21, 2009)
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