form10ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
■ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the fiscal year ended
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December
31, 2008
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or
□ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the transition period from
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to
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Commission
file number
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000-13222
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CITIZENS
FINANCIAL SERVICES, INC.
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(Exact
name of registrant as specified in its charter)
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Pennsylvania
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23-2265045
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State
or other jurisdiction of
incorporation
or organization
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(I.R.S.
Employer
Identification
No.)
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15
South Main Street, Mansfield, Pennsylvania
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16933
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(570)
662-2121
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Securities
registered pursuant to Section 12(b) of the Act:
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None
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Securities
registered pursuant to Section 12(g) of the Act:
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Common
Stock, par value $1.00 per share
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(Title
of class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
□ Yes ■ No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
□ Yes ■ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
■ Yes □ No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. □
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o Accelerated
filer £
Non-accelerated
filer o Smaller
reporting company ■
(Do not check if a smaller reporting
company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
□ Yes ■ No
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. $54,961,808 as of June 30, 2008.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 2,847,371 as of February 18,
2009
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
information required by Part III is incorporated by reference to the
Registrant’s Definitive Proxy Statement for the 2009 Annual Meeting of
Shareholders.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Annual Report on
Form 10-K of Citizens Financial Services, Inc. (the “Company”) for the fiscal
year ended December 31, 2008, originally filed with the Securities and Exchange
Commission on March 6, 2009. This Amendment No. 1 is being filed for
the sole purpose of filing corrected copies of Exhibits 31.1 and 31.2 (the Rule
13a-14(a)/15(d)-14(a) Certifications).
Citizens
Financial Services, Inc.
Form
10-K/A
INDEX
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Page
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PART
IV
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ITEM
15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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1
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SIGNATURES
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3
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PART
IV
ITEM
15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The
following documents are filed as a part of this report:
1. The
following financial statements are incorporated by reference in Item
8:
Report of Independent Registered Public
Accounting Firm
Consolidated Balance Sheet as of
December 31, 2008 and 2007
Consolidated Statement of Income for
the Years Ended December 31, 2008, 2007 and 2006
Consolidated Statement of Changes in
Stockholders' Equity for the Years Ended December 31, 2008, 2007 and2006
Consolidated Statement of Cash Flows
for the Years Ended December 31, 2008, 2007 and 2006
Notes to Consolidated Financial
Statements
2. All
financial statement schedules are omitted because the required information is
either not applicable, not required or isshown in the respective financial statement or
in the notes thereto, which are incorporated by reference at subsection(a)(1) of this item.
3.
The following Exhibits are filed herewith, or incorporated by reference as a
part of this report.
3.1
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Articles
of Incorporation of Citizens Financial Services, Inc., as amended(1)
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3.2
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Bylaws
of Citizens Financial Services, Inc.(2)
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4
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Instrument
defining the rights of security holders (3)
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10.1
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Amended
and Restated Executive Employment Agreement between Citizens Financial
Services, Inc., First Citizens National Bank and Randall E. Black(4)
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10.2
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Consulting
and Non-Compete Agreement between Citizens Financial Services, Inc., First
Citizens National Bank and Richard E. Wilber(5)
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10.3
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Citizens
Financial Services, Inc. Directors’ Deferred Compensation Plan(6)
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10.4
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Citizens
Financial Services, Inc. Directors’ Life Insurance Program(7)
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10.5
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Citizens
Financial Services, Inc. 2006 Restricted Stock Plan(8)
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10.6
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Supplemental
Executive Retirement Plan(9)
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21
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List
of Subsidiaries(9)
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23
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Consent
of S.R. Snodgrass, A.C., Certified Public Accountants(9)
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31.1
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
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31.2
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
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32.1
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Section
1350 Certification of Chief Executive Officer(9)
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32.2
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Section
1350 Certification of Chief Financial Officer(9)
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______________________
(1) Incorporated
by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, as filed with the Commission on May 11,
2000.
(2) Incorporated
by reference to Exhibit 3(ii) to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2003, as filed with the Commission on April
29, 2004.
(3) Incorporated
by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, as filed with the commission on March 14,
2006.
(4) Incorporated
by reference to Form 8-K filed with the Commission on September 19,
2006.
(5) Incorporated
by Reference to Exhibit 10 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2003, as filed with the Commission on March 18,
2004.
(6) Incorporated
by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, as filed with the Commission on March 14,
2005.
(7) Incorporated
by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, as filed with the Commission on March 14,
2005.
(8) Incorporated
by reference to Exhibit 4.1 to the Company’s Form S-8, as filed with the
Commission on August 29, 2006.
(9) Incorporated
by reference to the exhibits to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2008, as filed with the Commission on March 6,
2009.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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 FINANCIAL SERVICES,
INC. |
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Date:
January 8, 2010
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By:
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/s/ Randall
E. Black |
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Randall
E. Black |
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President
(Principal Executive Officer)
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