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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 (Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 1, 2020

 

CITIZENS & NORTHERN CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania   0-16084   23-2451943
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

90-92 Main Street, Wellsboro, PA   16901
(Address of Principal Executive Office)   (Zip Code)

 

Registrant’s telephone number, including area code (570) 724-3411

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock Par Value $1.00   CZNC   NASDAQ Capital Market

 

N/A

(Former name or former address, if changed since last report)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

 

Emerging growth company ¨

 

If an emerging growth company, indicate by checkmark 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 ¨

 

 

 

 

 

   

Explanatory Note

 

On July 1, 2020, Citizens & Northern Corporation (C&N), along with Covenant Financial, Inc. (Covenant) announced the completion of the merger of Covenant with and into C&N. Covenant was the parent company of Covenant Bank, a commercial bank with headquarters in Bucks County, Pennsylvania. Concurrent with the merger of the parent companies, Covenant Bank merged into C&N’s wholly-owned subsidiary, Citizens & Northern Bank. This Form 8-K/A hereby amends the initial Report to file the unaudited historical financial statements of Covenant as of June 30, 2020 and December 31, 2019 and for the six-month periods ended June 30, 2020 and 2019 and pro forma financial information required by Item 9.01 of Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired

 

Covenant’s unaudited financial statements as of June 30, 2020 and December 31, 2019 and for the six-month periods ended June 30, 2020 and 2019 are incorporated by reference to Exhibit 99.1 of this Form 8-K/A.

 

(b) Pro Forma Financial Information

 

The pro forma financial information required by this Item 9.01(b) is incorporated herein by reference to Exhibit 99.2 of this Form 8-K/A.

 

(c) Shell company transactions.

 

Not applicable.

 

(d) Exhibits

 

99.1 Covenant’s unaudited financial statements for the six-month periods ended June 30, 2020 and 2019

 

99.2 Pro forma financial information

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

    Citizens & Northern Corporation
     
     
Date: September 10, 2020   By: /s/ Mark A. Hughes
    Mark A. Hughes, Treasurer

 

     

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