Securities Registration: Employee Benefit Plan (s-8)
May 28 2020 - 12:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 28, 2020
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Penns
Woods Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
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23-2226454
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(State or
other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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300 Market Street, P.O. Box 967
Williamsport, Pennsylvania 17703-0967
(Address and zip code of Principal Executive Offices)
Penns Woods Bancorp, Inc. 2020 Equity
Incentive Plan
(Full title of the plan)
Richard A. Grafmyre
Chief Executive Officer
Penns Woods Bancorp, Inc.
300 Market Street, P.O. Box 967
Williamsport, Pennsylvania 17703-0967
(Name and Address of agent for service)
(570) 322-1111
(Telephone number, including area code, of agent for service)
Copies to:
David W. Swartz, Esquire
Stevens & Lee, P.C.
111 North Sixth Street
Reading, Pennsylvania 19601
(610) 478-2000
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be registered (1)
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Proposed
maximum offering
price
per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, par value $5.55 per share
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750,000
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(2)
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$
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21.34
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(3)
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$
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16,005,000.00
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$
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2,077.45
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(1)
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Pursuant to Rule 416, this Registration Statement covers, in addition to the number of shares stated herein, an indeterminate
number of shares which may be subject to grant or otherwise issuable by reason of stock splits, stock dividends, or similar transactions.
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(2)
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Based on the maximum number of shares of the registrant’s common stock, par value $5.55 per share, authorized for issuance
under the Plan set forth above.
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(3)
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Estimated pursuant to Rule 457(c) and (h)(1) 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 May 22, 2020.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1.
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Plan Information.
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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.
Item 2.
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Registrant Information and Employee Plan Annual Information.
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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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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In
this Registration Statement, “we,” “us,” and “our” refer to Penns Woods Bancorp, Inc.
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:
(d)
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the
description of our common stock set forth in our Registration Statement on Form 10 pursuant to which the Registrant registered
the Common Stock pursuant under Section 12(g) of the Exchange Act; and
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(e)
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all
other documents filed by us after the date of this Registration Statement under Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to the Registration Statement that
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and part of this Registration Statement from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall
be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item
4.
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Description of Securities.
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Not applicable.
Item 5.
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Interest of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Pennsylvania law provides that a Pennsylvania
corporation may indemnify directors, officers, employees, and agents of the corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful
misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, approved by shareholders, providing for the elimination
of a director’s liability for monetary damages for any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct, or recklessness.
Our bylaws generally provide for (1) indemnification
of our directors, officers, employees, and agents and (2) the elimination of a director’s liability for monetary damages,
to the fullest extent permitted by Pennsylvania law.
Directors and officers are also insured
against certain liabilities for their actions, as such, by an insurance policy obtained by us.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
Exhibits:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement.
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.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
issue.
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 has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Williamsport, Commonwealth of Pennsylvania on May 26, 2020.
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PENNS
WOODS BANCORP, INC.
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By:
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/s/
Richard A. Grafmyre
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Richard
A. Grafmyre
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Chief
Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Richard A. Grafmyre, Brian L. Knepp, or David W. Swartz,
Esquire, and each of them, his or her true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution
of him or her and in his or her name, place and stead, in any and all capacity, to sign any or all amendments to this Registration
Statement 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.
Signature
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Title
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Date
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/s/
Richard A. Grafmyre
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Chief
Executive Officer
(Principal Executive Officer)
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May
26, 2020
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Richard
A. Grafmyre
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and
Director
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/s/
Brian L. Knepp
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President
and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
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May
26, 2020
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Brian L.
Knepp
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and
Director
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/s/
R. Edward Nestlerod, Jr.
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Director
(Chairman)
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May
26, 2020
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R.
Edward Nestlerode, Jr.
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/s/
Daniel K. Brewer
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Director
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May
26, 2020
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Daniel
K. Brewer
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/s/
Michael J. Casale, Jr.
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Director
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May
26, 2020
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Michael
J. Casale, Jr.
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/s/ William J. Edwards
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Director
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May 26, 2020
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William J. Edwards
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Director
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May 26, 2020
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James M. Furey, II
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/s/ D. Michael Hawbaker
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Director
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May 26, 2020
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D. Michael Hawbaker
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/s/ Leroy H. Keiler, III
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Director
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May 26, 2020
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Leroy H. Keiler, III
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Director
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May 26, 2020
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Cameron W. Kephart
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Director
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May 26, 2020
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Joseph E. Kluger
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/s/ Charles E. Kranich, II
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Director
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May 26, 2020
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Charles E. Kranich, II
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/s/ Robert Q. Miller
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Director
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May 26, 2020
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Robert Q. Miller
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/s/ John G. Nackley
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Director
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May 26, 2020
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John G. Nackley
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/s/ William H. Rockey
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Director
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May 26, 2020
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William H. Rockey
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/s/ Jill F. Schwartz
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Director
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May 26, 2020
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Jill F. Schwartz
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Director
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May 26, 2020
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Ronald A. Walko
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