CZNC Citizens and Northern Corporation

As filed with the Securities and Exchange Commission on August 8, 2023.

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CITIZENS & NORTHERN CORPORATION

(Exact name of registrant as specified in its charter)

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90-92 Main Street

Wellsboro, Pennsylvania 16901

(Address and zip code of Principal Executive Offices)

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Citizens & Northern Corporation 2023 Equity Incentive Plan

(Full title of the plan)

J. Bradley Scovill

President and Chief Executive Officer

Citizens & Northern Corporation

90-92 Main Street

P.O. Box 58

Wellsboro, Pennsylvania 16901

(Name and address of agent for service)

(570) 724-3411

(Telephone number, including area code, of agent for service)

Copies to:

Charles J. Ferry, Esq.

Stevens & Lee, P.C.

17 North Second Street, 16^th Floor

Harrisburg, Pennsylvania 17101

(717) 234-1090

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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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.   ☐

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PART 1

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.Plan Information

Information required by Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

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Item 2.Registrant Information and Employee Plan Annual Information

Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 adopted under the Securities Act and the Note to Part I of Form S-8.

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PART 2

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

In this Registration Statement, “the registrant,” “we,” “us,” and “our” refer to Citizens & Northern Corporation.

The following documents filed with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement and made a part hereof:

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Item 4.Description of Securities.

Not applicable.

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Item 5.Interest of Named Experts and Counsel.

Not applicable.

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Item 6.Indemnification of Directors and Officers.

Section 1741 of the Pennsylvania Business Corporation Law, or the PBCL, provides, in general, that a corporation will have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another enterprise. Such indemnity may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and if, with respect to any criminal proceeding, the person did not have reasonable cause to believe his conduct was unlawful.

Section 1742 of the PBCL provides, in general, that a corporation will have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another entity. Such indemnity may be against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, except no indemnification will be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action was brought will determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.

Under Section 1743 of the PBCL, the corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. Under Section 1745 of the PBCL, a corporation may pay the expenses of a director or officer incurred in defending an action or proceeding in advance of the final disposition thereof upon receipt of an undertaking from such person to repay the amounts advanced unless it is ultimately determined that such person is entitled to indemnification from the corporation. Article VIII of the registrant’s bylaws provides for indemnification of directors, officers, employees and other agents of the registrant and advancement of expenses upon the undertaking by or on behalf of the indemnified party to repay such amount if it is ultimately determined that such person is not entitled to be indemnified.

Section 8.3 of the registrant’s bylaws provide that the rights to indemnification and advancement of expenses in the bylaws are not exclusive, and may be in addition to, indemnification rights provided for under any agreement, by vote of shareholders or disinterested directors, or otherwise. As authorized by Section 1747 of the PBCL and Section 8.4 of the registrant’s bylaws, the registrant maintains, on behalf of its directors, officers, employees, and agents, insurance protection against certain liabilities arising out of the discharge of their duties, as well as insurance covering the registrant for indemnification payments made to its directors and officers for certain liabilities. The premiums for such insurance are paid by the registrant.

The foregoing is only a general summary of certain aspects of Pennsylvania law and the registrant’s bylaws dealing with indemnification of directors and officers and does not purport to be complete. The description of the bylaws is qualified in its entirety by reference to the detailed provisions of Article VIII of the bylaws of the registrant.

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Item 7.Exemption from Registration Claimed.

Not Applicable.

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Item 8.Exhibits.

Exhibits:

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Wellsboro, Commonwealth of Pennsylvania, on August 8, 2023.

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J. Bradley Scovill, Mark A. Hughes and Charles J. Ferry, and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution of him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement for purposes of registering the shares allocated to the Citizens & Northern Corporation 2023 Equity Incentive Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Exhibit 5.1

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17 N. Second Street, 16^th Floor

Harrisburg, PA 17101

(717) 234-1090

www.stevenslee.com

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August 8, 2023

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Board of Directors

Citizens & Northern Corporation

90-92 Main Street

Wellsboro, Pennsylvania 16901

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Ladies and Gentlemen:

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In connection with the registration of 500,000 shares of common stock, par value $1.00 per share (the “Common Stock”), by Citizens & Northern Corporation (the “Company”), covered by the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on the date hereof with respect to the potential issuance of the Common Stock under the Citizens & Northern Corporation 2023 Equity Incentive Plan (the “Plan”), we, as counsel to the Company, have reviewed:

(1)  the articles of incorporation of the Company, as amended;

(2)  the bylaws of the Company, as amended;

(3)  resolutions adopted by the board of directors of the Company relating to the Registration Statement;

(4)  a corporate subsistence certificate, issued by the Secretary of the Commonwealth of Pennsylvania with respect to the Company;

(5)  the Registration Statement;

(6)  the Plans; and

(7)  copies of certificates representing shares of the Common Stock.

In connection with delivering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Company’s management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,

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Board of Directors

August 8, 2023

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the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. In connection with this letter, we have concerned ourselves solely with the application of the laws of the Commonwealth of Pennsylvania and the laws of the United States, and no opinion is expressed herein concerning the possible effects of the laws of any other jurisdiction.

Based upon our review of the foregoing, it is our opinion that:

(a)  the Company has been duly incorporated under the laws of the Commonwealth of Pennsylvania and is validly subsisting under the laws of the Commonwealth of Pennsylvania; and

(b)  the Common Stock issuable pursuant to the Plans has been duly authorized and, when and to the extent issued pursuant to the relevant Plan upon receipt by the Company of the consideration for the Common Stock specified therein, will be fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

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Exhibit 23.1

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Consent of Independent Registered Public Accounting Firm

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We consent to the incorporation by reference in the Registration Statement on Form S-8 of Citizens & Northern Corporation and subsidiaries of our report dated March 16, 2023, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in its Annual Report on Form 10-K for the year ended December 31, 2022.

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/s/ Baker Tilly US, LLP

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Pittsburgh, Pennsylvania

August 8, 2023

Exhibit 107.1

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Calculation of Filing Fee Tables

Form S-8

Registration Statement under the Securities Act of 1933

(Form Type)

Citizens & Northern Corporation

(Exact Name of Registrant as Specified in its Charter)

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(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers additional shares that may be offered or issued under the Citizens & Northern Corporation 1995 Stock Incentive Plan and the Citizens & Northern Corporation Independent Directors Stock Incentive Plan (collectively, the “Plans”) by reason of stock splits, stock dividends, or similar transactions.

(2)Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the amount of the registration fee based upon the average of the high and low prices for a share of the registrant’s common stock on August 3, 2023, as reported on The NASDAQ Capital Market.

(3)Rounded up to the nearest penny.

(4)Represents 500,000 shares of the registrant’s common stock that were reserved for issuance under the Plans pursuant to approval of amendments to the Plans adopted by the shareholders in 2023 but not registered for issuance under Registration Statements on Form S-8 (File Nos. 333-______).

(5)The registrant does not have any fee offsets.