As filed with the Securities and Exchange Commission on June 13, 2023
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Pennsylvania |
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6022 |
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23-2265045 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
15 South Main Street
Mansfield, Pennsylvania 16933
(570) 662-2121
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Randall E. Black
President and Chief Executive Officer
15 South Main Street
Mansfield, Pennsylvania 16933
(570) 662-2121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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| Richard A. Schaberg, Esq.
Les B. Reese, III, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, NW
Columbia Square
Washington, DC 20004
(202) 637-5600 |
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Benjamin M. Azoff, Esq.
Gregory Sobczak, Esq.
Luse Gorman, PC 5335
Wisconsin Ave, NW, Suite 780 Washington, DC 20015
(202) 274-2000 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration
statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being
registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-268840
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended.
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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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☒ |
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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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) ☐
This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule
462(b) under the Securities Act of 1933, as amended.