Attached files
| file | filename |
|---|---|
| EX-1.1 - CITIZENS & NORTHERN CORP | v167668_ex1-1.htm |
| EX-5.1 - CITIZENS & NORTHERN CORP | v167668_ex5-1.htm |
| EX-99.1 - CITIZENS & NORTHERN CORP | v167668_ex99-1.htm |
| EX-99.2 - CITIZENS & NORTHERN CORP | v167668_ex99-2.htm |
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): November 24,
2009
CITIZENS & NORTHERN
CORPORATION
(Exact
name of registrant as specified in its charter)
PENNSYLVANIA
(State or
other jurisdiction of incorporation)
|
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):
|
o
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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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o
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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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o
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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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Item
1.01
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Entry Into A Material
Definitive Agreement.
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On
November 24, 2009, Citizens & Northern Corporation (the “Company”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Sandler
O’Neill & Partners, L.P., as representative of the underwriters named
therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the
Company will issue and sell to the Underwriters 2,500,000 shares of the
Company’s common stock, $1.00 par value per share (the “Common Stock”). The
public offering price of the Common Stock is $8.00 per share. The Company has
also granted the Underwriters a 30-day option to purchase up to 375,000
additional shares to cover over-allotments, if any.
The
Underwriting Agreement contains customary representations, warranties, and
covenants that are valid as among the parties and as of the date of entering
into the Underwriting Agreement, and are not factual information to investors
about the Company. The Company expects to close the sale of Common
Stock on December 1, 2009, subject to customary closing conditions.
The
shares of Common Stock were registered under the Securities Act of 1933, as
amended, pursuant to a shelf registration statement filed with the Securities
and Exchange Commission on Form S-3 (File No. 333-162279) (the
“Registration Statement”). The offer and sale of the Common Stock is being made
under the Company’s prospectus, dated October 26, 2009, filed as part of the
Registration Statement, as supplemented by the final prospectus supplement dated
November 24, 2009.
Pursuant
to the Underwriting Agreement, the directors and executive officers of the
Company entered into agreements substantially in the form included in the
Underwriting Agreement providing for a 90-day “lock-up” period pursuant to which
they agreed, subject to certain exceptions, not to: (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company’s Common Stock or any
securities convertible into or exchangeable or exercisable for Common Stock,
whether now owned or hereafter acquired by the director or executive
officer or with respect to which the director or executive officer has
or hereafter acquires the power of disposition, or file any registration
statement under the Securities Act of 1933, as amended, with respect to any of
the foregoing or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap or
transaction is to be settled by delivery of Stock or other securities, in cash
or otherwise, without the prior written consent of Sandler O’Neill &
Partners, L.P.
In
connection with the issuance and sale of the Common Stock, the following
exhibits are filed with this Current Report on Form 8-K and are incorporated by
reference into the Registration Statement: (i) the Underwriting Agreement
(Exhibit 1.1), (ii) the opinion of Rhoads & Sinon LLP as to the
legality of the shares of Common Stock (Exhibit 5.1), (iii) the consent of
Rhoads & Sinon LLP (Exhibit 23.1), and (iv) certain information
relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration Statement (Exhibit 99.2).
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Item
8.01
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Other
Events.
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On
November 25, the Company issued a press release announcing the pricing of the
Common Stock referenced in Item 1.01 above. A copy of the press
release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d)
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Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement, dated November 24, 2009, by and between Citizens & Northern
Corporation and Sandler O’Neill & Partners, L.P., as representative of
the underwriters.
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5.1
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Opinion
of Rhoads & Sinon LLP regarding the legality of the securities
offered.
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23.1
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Consent
of Rhoads & Sinon LLP (included in
Exhibit 5.1).
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99.1
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Press
Release dated November 25, 2009.
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99.2
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Information
relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration
Statement.
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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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||
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Date:
November 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
No.
|
Description
|
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1.1
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Underwriting
Agreement, dated November 24, 2009, by and between Citizens & Northern
Corporation and Sandler O’Neill & Partners, L.P., as representative of
the underwriters.
|
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5.1
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Opinion
of Rhoads & Sinon LLP regarding the legality of the securities
offered.
|
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23.1
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Consent
of Rhoads & Sinon LLP (included in
Exhibit 5.1).
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99.1
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Press
Release dated November 25, 2009.
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99.2
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Information
relating to Part II, Item 14. “Other Expenses of Issuance and
Distribution” of the Registration
Statement.
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