As filed with the Securities and Exchange Commission on September 15, 2022
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CNB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Pennsylvania |
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25-1450605 |
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incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
1 South Second Street, P.O. Box 42, Clearfield, PA 16830
Telephone: (814) 765-9621
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Joseph B. Bower, Jr.
President and Chief Executive Officer
CNB Financial Corporation
1 South Second Street, P.O. Box 42
Clearfield, PA 16830
Telephone: (814) 765-9621
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Schaberg, Esq.
Leslie B. Reese, III, Esq.
Hogan Lovells US LLP
555
Thirteenth Street, N.W.
Washington, D.C. 20004
Telephone: (202) 637-5600
Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement is declared
effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
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, as amended (the “Securities Act”) 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. ☒ File No. 333-236018
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 this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ☐
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):
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| Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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| Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b)
of the Securities Act of 1933, as amended.