Current Report Filing (8-k)
October 14 2021 - 6:02AM
Edgar (US Regulatory)
0001056943
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0001056943
2021-10-08
2021-10-08
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xbrli:shares
iso4217:USD
xbrli:shares
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: October 8, 2021
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in
its charter)
001-36388
(Commission File Number)
PA
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23-2391852
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(State or other jurisdiction of incorporation)
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(IRS Employer of Identification No.)
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150 North Washington Avenue, Scranton,
Pennsylvania 18503-1848
(Address of principal executive offices) (Zip Code)
(570) 346-7741
(Registrant’s
telephone number, including area code)
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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $2.00 par value
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PFIS
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The Nasdaq Stock Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
Peoples Financial Services Corp’s banking
subsidiary, Peoples Security Bank and Trust Company (the “Bank”), on October 8, 2021, agreed to sell 44,982 shares of the
Class B common stock of Visa Inc. for a purchase price of $12.2 million. The shares had no carrying value on the Bank’s balance
sheet and, as the Bank had no historical cost basis in the shares, the entire purchase price will be realized as a pretax gain. The transaction
will have a positive impact on the Bank’s regulatory capital, which will be used for capital management and to support the Company’s
organic growth.
The Bank received 73,333 Class B shares of Visa
Inc. as part of its membership interest in March 2008, and 28,351 shares were redeemed in connection with Visa’s initial public
offering in 2008. The sale of the remaining 44,982 Class B shares is expected to settle in October, 2021 and be reported in our 2021
fourth-quarter and year-end results as an after-tax gain of $9.6 million. The gain on the sale of the Class B shares is not indicative
of the expected results of consolidated operations for those periods.
We make statements in this report regarding our
expectations for future financial or operating results that are considered “forward-looking statements” as defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,”
“planned,” “estimated,” “intend” and “potential.” A number of important factors, including
those described in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other reports and documents filed with the Securities
and Exchange Commission from time to time, could cause actual results to differ materially from those currently anticipated in any forward-looking
statement.
SIGNATURE
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 hereunto duly authorized.
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PEOPLES FINANCIAL SERVICES CORP.
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By:
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/s/ Craig W. Best
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Craig W. Best
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Chief Executive Officer
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(Principal Executive Officer)
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Date: October 13, 2021
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