As filed with the Securities and Exchange Commission on July 30,
1999.
Registration No. 333-__________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
PEOPLES FINANCIAL SERVICES CORP.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2391852
(State of Incorporation) (I.R.S. Employer Identification No.)
50 Main Street
Hallstead, Pennsylvania 18822
(570) 879-2175
(Address and Telephone Number of Principal Executive Offices)
___________________________
Copies to:
John W. Ord David W. Swartz, Esquire
President and Chief Executive Stevens & Lee, P.C.
Officer 111 North Sixth Street
Peoples Financial Services P.O. Box 679
Corp. Reading, Pennsylvania 19603-0679
50 Main Street (610) 478-2000
Hallstead, Pennsylvania 18822
(570) 879-2175
(Name, Address and Telephone
Number of Agent for Service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement
becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ ]
__________________________
<PAGE 1>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title of each Proposed
class of maximum Proposed
securities Amount offering aggregate Regis-
to be to be price per offering tration
registered registered unit(1) price Fee
_________________________________________________________________
Common Stock, 100,000 shares $26.50 $2,650,000.00 $736.70
$2.00 par
value
_________________________________________________________________
(1) Estimated solely for the purposes of calculating the
registration fee. Computed in accordance with Rule 457(c),
on the basis of the average of the closing bid and asked
prices for the common stock of Peoples Financial Services
Corp. in the over-the-counter market on July 27, 1999.
__________________
<PAGE 2>
PROSPECTUS
PEOPLES FINANCIAL SERVICES CORP.
___________________________
SHAREHOLDER AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
___________________________
100,000 Shares
___________________________
Peoples Financial Services Corp. is offering to holders of its
common stock the opportunity to automatically reinvest dividends
for the purchase of shares of Peoples common stock under this
Dividend Reinvestment and Stock Purchase Plan. Peoples may also
from time to time authorize the purchase of additional shares of
Peoples common stock through voluntary cash payments.
___________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy of the proxy statement/
prospectus. Any representation to the contrary is a criminal
offense.
These securities are not savings or deposit accounts or other
obligations of any bank or nonbank subsidiary of any of the
parties, and they are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any
governmental agency.
___________________________
This Prospectus is dated July 30, 1999.
<PAGE 1>
SHAREHOLDER AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following, in a question and answer format, is the
Peoples' Shareholder Automatic Dividend Reinvestment and Stock
Purchase Plan. Those holders of common stock who do not
participate in the Plan will continue to receive cash dividend
payments by check, if and when dividends are declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of
Peoples common stock with an attractive and convenient method of
investing cash dividends and, from time to time as the Board of
Directors of Peoples may in its discretion determine, voluntary
cash payments, in additional shares of common stock. To the
extent the shares are purchased directly from Peoples, Peoples
will receive additional funds to be used for general corporate
purposes (see "Use of Proceeds").
Advantages
2. What are the advantages of the Plan?
- Participants may reinvest dividends to purchase
additional shares of common stock without brokerage
commissions or other charges (see No. 13 below).
- Participants will receive a detailed statement of
account transactions (see No. 17 below).
- Participants may, from time to time, as the Board of
Directors of Peoples may in its sole discretion
determine, purchase additional shares of common stock
with voluntary cash payments (see No. 10 below).
Administration
3. Who administers the Plan for Participants?
American Stock Transfer & Trust Company will administer
the Plan as agent (the "Agent") for Participants, and in such
capacity sends statements of account to Participants and performs
other duties relating to the Plan. All correspondence relating
to the Plan should include your account number and should be
directed to:
<PAGE 2>
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street
New York, New York 10005
Telephone requests may be directed to the Agent at
1-800-278-4353 or 1-718-921-8283.
Participation
4. Who is eligible to participate?
All record holders of common stock are eligible to
participate in the Plan. If you hold your shares in your own
name, you may participate in the Plan. If you are a beneficial
owner whose shares are registered in any name other than your own
(e.g., in a broker's "street name" or in the name of a bank
nominee), you must either make appropriate arrangements for your
broker or nominee to participate in the Plan on your behalf or
you must become a shareholder of record by having those shares
with respect to which you wish to participate transferred into
your own name.
Shareholders residing in certain states may be
ineligible to participate in the Plan if Peoples, in its sole
discretion, determines that registering the Plan in such states
is onerous.
5. How does an eligible shareholder become a Participant?
An eligible shareholder who is the record holder of
common stock may join the Plan at any time by completing and
signing the authorization form ("Authorization Form") included
with this Prospectus and returning it to the Agent. A postage-
paid envelope is provided for that purpose. An eligible
beneficial owner whose shares of common stock are registered in
the name of a broker or bank nominee must make arrangements to
have such broker or bank nominee participate on his or her
behalf.
Authorization Forms for new Participants must be
received prior to a dividend record date for eligible
shareholders to reinvest the related dividend.
6. Does a shareholder have to authorize dividend reinvestment
on a minimum number of shares?
No. An eligible shareholder can authorize the
reinvestment of dividends on any number of shares of common
stock.
<PAGE 3>
7. May a Participant change the number of shares subject to the
Plan?
Yes. If a Participant wishes to change the number of
shares of common stock subject to the Plan, the Participant must
notify the Agent in writing to that effect. Any such
notification received after a dividend record date will not be
effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's account.
Purchases
8. What is the source for shares of common stock purchased
under the Plan?
Plan shares will be purchased, at Peoples' discretion,
either directly from Peoples or on the open market, or by a
combination of the foregoing. Shares purchased from Peoples will
be authorized, but unissued shares of common stock or common
stock held in treasury.
9. When and how will shares of common stock be purchased under
the Plan?
In the event the Agent purchases shares of common stock
from Peoples, dividends will be reinvested on the dividend
payment date. In the event the Agent purchases shares of common
stock on the open market, dividends will be reinvested at such
times as the Agent may determine within thirty (30) days after
the dividend payment date or such later date as may be necessary
or advisable under any applicable securities or other laws.
In the event that the Board of Directors at any time
authorizes the purchase of shares of common stock with voluntary
cash payments, any voluntary cash payment received by the Agent
no later than the second business day prior to a dividend payment
date will be applied to the purchase of common stock on or as
soon as practicable after such dividend payment date at a price
determined in accordance with the provisions of the Plan. Any
voluntary cash payment received after the second business day
prior to a dividend payment date will be applied to the purchase
of common stock on or as soon as practicable after the next
following dividend payment date. No interest will be paid on
voluntary cash payments. As of the date of this prospectus, the
Board of Directors has not authorized the purchase of additional
shares through voluntary cash payments.
10. At what price will shares of common stock be purchased under
the Plan?
The price of shares of common stock purchased with
reinvested cash dividends and voluntary cash payments, if any,
will be the market price of the common stock. For shares
acquired directly from Peoples, the market price of the common
stock for purposes of this Plan is the average of the mean
<PAGE 4> between the closing bid and asked quotations for a share
of common stock on the dividend payment date as reported by
securities brokers or dealers then making a market in shares of
common stock. For shares acquired in the open market, the market
price of the common stock is the weighted average of the price
actually paid for such shares purchased by the Agent.
11. How many shares of common stock will be purchased for
Participants?
The number of shares that will be purchased for each
Participant will depend on the amount of dividends to be
reinvested and the amount of voluntary cash payments, if any, in
a Participant's account and the applicable purchase price of the
common stock (see No. 10 above). Each Participant's account will
be credited with that number of shares, including any fractional
interest computed to three decimal places, equal to the total
amount to be invested divided by the applicable purchase price as
described in the response to Question No. 10 above.
12. Will dividends on shares held in a Participant's account be
used to purchase additional shares under the Plan?
Yes. All dividends on shares held in a Participant's
account will be automatically reinvested in additional shares of
common stock.
13. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants will incur no brokerage commissions
or other charges for purchases made under the Plan.
Voluntary Cash Payments
14. Who will be eligible to make voluntary cash payments?
The Board of Directors may from time to time authorize
the purchase of shares of common stock with voluntary cash
payments. Voluntary cash payments are not authorized as of the
date of this Prospectus.
All holders of common stock who elect to have dividends
reinvested in accordance with provisions of the Plan may, from
time to time, as the Board of Directors of Peoples in its
discretion determines, elect to make voluntary cash payments.
Participants may from time to time be permitted to purchase
shares of the common stock with voluntary cash payments under the
Plan on a quarterly basis as described in No. 9 above.
<PAGE 5>
15. Will there be any limitations on voluntary cash payments?
In the event that the Board of Directors at any time
authorizes the purchase of shares of common stock with voluntary
cash payments, the Board may place requirements or limitations on
the minimum or maximum amount of voluntary cash payments that
shareholders can make in any quarter. Voluntary cash payments
must be made in U.S. currency. Peoples reserves the right in its
sole discretion to determine whether voluntary cash payments are
made on behalf of a particular Participant.
16. How will the voluntary cash payment option work?
In the event that the Board of Directors at any time
authorizes the purchase of shares of common stock with voluntary
cash payments, a voluntary cash payment may be made by forwarding
a check or money order to the Agent with a payment form which
will be provided to Participants. Checks and money orders should
include the Participant's account number.
Any voluntary cash payment received after the second
business day prior to a dividend payment date for a quarterly
cash dividend (see No. 9 above) will be applied to the purchase
of shares of common stock on or as soon as practicable after the
next following dividend payment date at a price determined in
accordance with provisions of the Plan (see Nos. 10 and 11
above).
Reports to Participants
17. What kind of reports will be sent to Participants in the
Plan?
A statement of account transactions will be mailed to
each Participant within approximately ten (10) days after the
dividend payment date or the date a voluntary cash contribution
is invested, as the case may be (see No. 9 above). These
statements will provide a record of cost information and should
be retained for tax purposes. Each Participant will also receive
copies of Peoples' annual and quarterly reports to shareholders,
proxy statements and information for income tax reporting
purposes.
Share Certificates
18. Will certificates be issued for shares of common stock
purchased under the Plan?
Unless requested by a Participant, certificates for
shares of common stock purchased under the Plan will not be
issued. The number of shares credited to a Participant's account
under the Plan will be shown on his statement of account. This
safekeeping feature protects against loss, theft or destruction
of stock certificates. Certificates will be issued for shares
withdrawn from the Plan (see No. 20 below). <PAGE 6>
19. In whose name will certificates be registered when issued to
Participants?
All shares of common stock purchased by the Agent
pursuant to the Plan, including any fractions of a whole share,
will be registered in the name of the Agent or its nominee as
agent for each Participant. Shares of common stock purchased by
the Agent on behalf of each Participant will be credited to such
Participant's account on the books and records of the Plan, which
books and records will be maintained at all times by the Agent.
Withdrawal of Shares in Plan Accounts
20. How may a Participant withdraw shares purchased under the
Plan?
A Participant may withdraw from the Plan in whole or in
part at any time by giving the Agent written notice thereof, but
any such notice received by the Agent later than three (3) days
prior to a record date shall not be effective until dividends
paid for such record date have been credited to such
Participant's account. Upon withdrawal, certificates for the
number of whole shares specified in the Participant's notice and
credited to a Participant's account under the Plan will be issued
to such Participant and, in the event of a total or partial
withdrawal, a cash payment will be made for any fraction of a
whole share credited to such Participant's account (based upon
the market price per share of the common stock on the date the
withdrawal request is received, or the last prior trading day).
A Participant who withdraws from participation in the Plan shall
again have the right to participate in the Plan, provided such
Participant meets the eligibility requirements of the Plan and
makes the designation and authorization required by the Plan (see
Nos. 4 and 5 above).
If a Participant disposes of all the shares registered
in such Participant's name that are enrolled in the Plan, the
Agent will, until otherwise notified, continue to reinvest the
dividends on the shares of common stock held in such
Participant's account.
Federal Tax Information
21. What are the federal income tax consequences of
participation in the Plan?
Reinvestment Dividends. In the case of reinvested
dividends, when shares are acquired for a Participant's account
directly from Peoples, the Participant must include in gross
income a dividend equal to the number of shares purchased with
reinvested dividends multiplied by the fair market value of the
common stock on the relevant dividend payment date. The
Participant's basis in such shares will also equal the fair
market value of the shares on the relevant dividend payment date.
<PAGE 7>
Alternatively, when shares are purchased for a
Participant's account on the open market with reinvested
dividends, a Participant must include in gross income a dividend
equal to the actual price of the shares plus that portion of any
brokerage commissions paid by Peoples which are attributable to
the purchase of the Participant's shares. The Participant's
basis in shares held for his or her account will be equal to the
purchase price for the shares plus allocable brokerage
commissions.
Voluntary Cash Payments. In the case of shares
purchased on the open market with voluntary cash payments,
Participants will be in receipt of a dividend to the extent of
any brokerage commissions paid by Peoples. A Participant's basis
in shares acquired with optional cash payments will be equal to
the cost of the shares plus an allocable share of any brokerage
commissions.
Additional Information. The holding period for shares
acquired pursuant to the Plan will begin the day after the date
the shares are acquired. In the case of any shareholder as to
whom federal income tax withholding on dividends is required and
in the case of a foreign shareholder whose taxable income under
the Plan is subject to federal income tax withholding, Peoples
will reinvest dividends net of the required amount of tax
withheld.
Participants should consult their own tax advisors as
to the tax consequences of account transactions. Certain tax
information will be provided to Participants by Peoples (see
No. 17 above).
Other Information
22. What happens if Peoples declares a stock dividend, effects a
stock split or has a rights offering with respect to common
stock?
Any shares resulting from a stock dividend or stock
split with respect to the common stock (whole shares and any
fractional interest) in a Participant's account will be credited
to such account. The basis for any rights offering will include
the shares of common stock and any fractional interest credited
to a Participant's account.
23. How will the shares credited to a Participant's account be
voted at a meeting of the shareholders?
If on a record date for a meeting of shareholders there
are shares credited to a Participant's account under the Plan,
such Participant will be sent proxy materials for such meeting.
A Participant will be entitled to one vote for each share of
common stock credited to the Participant's account. The
Participant may vote by proxy or in person at any such meeting.
<PAGE 8>
24. What is the responsibility of the Agent?
The Agent receives the Participants' dividend payments
and voluntary cash payments, invests such amounts in additional
shares of common stock, maintains continuing records of each
Participant's account, and advises Participants as to all
transactions in and the status of their accounts. The Agent acts
in the capacity of agent for the Participants.
All notices from the Agent to a Participant will be
addressed to the Participant at his last address of record with
the Agent. The mailing of a notice to a Participant's last
address of record will satisfy the Agent's duty of giving notice
to such Participant. Therefore, Participants must promptly
notify the Agent of any change of address.
The Agent, in administering the Plan, will not be
liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim for
liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt of notice
in writing of such death or modifying, suspending or terminating
participation by a shareholder who Peoples determines is using
the Plan for purposes inconsistent with the intended purposes of
the Plan. Neither the Agent nor Peoples shall have any duties,
responsibilities or liabilities except such as are expressly set
forth in the Plan.
All transactions in connection with the Plan shall be
governed by the laws of the Commonwealth of Pennsylvania.
25. May the Plan be modified or discontinued?
Peoples reserves the right to suspend or terminate the
Plan at any time. It also reserves the right to make
modifications to the Plan. Participants will receive prior
notice of any such suspension, termination or modification. In
addition, Peoples and the Agent may adopt reasonable procedures
for the administration of the Plan.
DGA May a Participant pledge shares purchased under the Plan?
No. A Participant who wishes to pledge shares credited
to his account must request the withdrawal of such shares in
accordance with the procedures outlined in response to Question
No. 20 above.
USE OF PROCEEDS
The proceeds from the sale of common stock offered
pursuant to the Plan will be used for general corporate purposes,
including, without limitation, investments in and advances to
Peoples' banking subsidiary.
<PAGE 9>
DESCRIPTION OF PEOPLES' CAPITAL STOCK
The following is a summary of the material provisions
of Peoples' Articles of Incorporation and Bylaws relating to the
common stock and certain provisions of Pennsylvania law.
General
Peoples is authorized to issue 12,500,000 shares of
common stock, $2.00 par value. As of April 1, 1999,
2,174,585 shares of common stock were issued and outstanding.
Common Stock
Voting Rights
Each share of the common stock will have the same
relative rights and will be identical in all respects with every
other share of the common stock. The holders of the common stock
will possess exclusive voting rights in Peoples. Each holder of
shares of the common stock will be entitled to one vote for each
share held of record on all matters submitted to a vote of
holders of shares of the common stock. Holders of common stock
will not be entitled to cumulate their votes for election of
directors.
Dividends
Peoples may, from time to time, declare dividends to
the holders of common stock, who will be entitled to share
equally in any such dividends.
Liquidation
In the event of liquidation, dissolution or winding-up
of Peoples, whether voluntary or involuntary, holders of Peoples'
common stock will be entitled to share ratably in any of its
assets or funds that are available for distribution to its
shareholders after the satisfaction of its liabilities (or after
adequate provision is made therefor) and after payment of any
liquidation preferences of any outstanding preferred stock.
Other Characteristics
Holders of the common stock will not have preemptive
rights with respect to any additional shares of common stock that
may be issued. The common stock is not subject to call for
redemption, and the outstanding shares of common stock, when
issued and upon receipt by Peoples of the full purchase price
therefor, will be fully paid and nonassessable.
<PAGE 10>
Provisions That Could Discourage Hostile Acquisitions of Control
Peoples' Articles of Incorporation provide that any
merger, consolidation, sale of assets or similar transaction
involving Peoples and any other entity or person, and any
liquidation or dissolution of Peoples, will require the
affirmative vote of holders of at least 75% of Peoples'
outstanding voting stock. Peoples' Articles provide, however,
that any such transaction will require approval by the
affirmative vote of holders of a majority of the outstanding
voting stock of Peoples if such transaction is approved in
advance by 66-2/3% of the Board of Directors of Peoples. Thus,
if a transaction is approved by 66-2/3% of the Board, a majority
vote of the shareholders is necessary to approve the transaction,
but if the Board does not approve the transaction, a 75%
shareholder approval requirement will apply.
Peoples' Bylaws vest the authority to make, alter,
amend, or repeal the Bylaws of Peoples in the holders of 75% of
Peoples' common stock or in the Board of Directors, acting by a
majority vote except with respect to alteration, amendment or
repeal of the By-law provision providing for a "classified" Board
of Directors which would require the vote of at least 75% of the
members of the Board of Directors. The right of the Board to
make, alter, repeal or amend the Bylaws is always subject to the
right of holders of at least 75% of Peoples' voting stock to
change such action.
The Bylaws of Peoples provide for a "classified" Board
of Directors of between five (5) and twenty-five (25) members,
which number is fixed by the Board of Directors, divided into
three classes, serving for terms of three years each. In the
event of a Board vacancy, the Bylaws provide that the sole power
to fill such vacancy is vested in Peoples' Board of Directors,
and any such new director shall serve out the full term of the
former director. The election of directors for staggered terms
significantly extends the time required to make any change in
control of Peoples' Board of Directors and may tend to discourage
any surprise and hostile takeover bid for control of Peoples.
The staggered terms also have the effect of increasing the number
of votes required to elect a director. Under Peoples' Bylaws, it
will take at least two annual meetings for holders of a majority
of Peoples' voting securities to make a change in control of
Peoples' Board because only a minority (approximately one-third)
of the directors will be elected at such meeting. In addition,
because certain actions require more than majority approval of
the Board, as described herein, it may take as many as three
annual meetings for a controlling block of Peoples' shareholders
to obtain complete control of the Board, and thereby of Peoples'
management.
The Pennsylvania Business Corporation Law provides that
the Articles of Incorporation of a Pennsylvania corporation (such
as Peoples) may be amended by the affirmative vote of a majority
of the votes cast at a meeting at which a quorum of shareholders
<PAGE 11> is present, except as otherwise provided by such
corporation's articles of incorporation. Peoples' Articles of
Incorporation, however, provide that the provisions requiring a
supermajority vote in the event of a proposed merger, sale of
assets, liquidation or other similar transaction and the
provision permitting the Board to consider noneconomic factors in
a tender or other acquisition offer for Peoples' securities can
only be amended by an affirmative vote of holders of at least 75%
of the outstanding voting stock of Peoples unless approved by the
affirmative vote of 66-2/3% or more of the members of the Board
of Directors in which case only majority shareholder approval is
required.
The Pennsylvania BCL contains certain provisions
applicable to Peoples that may have the effect of impeding a
change in control of Peoples. These provision
- require that, following any acquisition by any
person or group of 20% of a public corporation's
voting power, the remaining shareholders have the
right to receive payment for their shares, in
cash, from such person or group in an amount equal
to the "fair value" of their shares, including an
increment representing a proportion of any value
payable for acquisition of control of the
corporation;
- prohibit, for five years after an interested
shareholder's acquisition date, a "business
combination" (which includes a merger or
consolidation of the corporation or a sale, lease
or exchange of assets having a minimum specified
aggregate value or representing a minimum
specified percentage earning power or net income
of the corporation) with a shareholder or group of
shareholders beneficially owning 20% or more of a
public corporation's voting power;
- prevents a person or entity acquiring different
levels of voting power (20%, 33 1/3% and 50%) from
voting any shares in excess of the applicable
threshold unless "disinterested shareholders"
approve such voting rights; and
- requires any person or group that publicly
announces that it may acquire control of the
corporation, or that acquires or publicly
discloses an intent to acquire 20% or more of the
voting power of the corporation; to disgorge to
the corporation any profits it receives from sales
of the corporation's equity securities purchased
over the prior 18 months.
<PAGE 12>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 provisions 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.
The Bylaws of Peoples provide for (1) indemnification
of directors, officers, employees and agents of Peoples and its
subsidiaries and (2) the elimination of a director's liability
for monetary damages, each to the fullest extent permitted by
Pennsylvania law. 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. Peoples' shareholders approved Bylaw
amendments adopting these provisions at the 1987 Annual Meeting
of Shareholders.
LEGAL MATTERS
The validity of the shares offered hereby will be
passed upon for Peoples by Stevens & Lee, P.C., Reading,
Pennsylvania.
EXPERTS
The consolidated financial statements and financial
statement schedules of Peoples incorporated in this Prospectus
and the Registration Statement by reference have been audited by
Prociak & Associates, LLC, independent accountants, to the extent
and for the periods as indicated in their report and are
incorporated herein by reference in reliance upon such report and
<PAGE 13> upon the authority of such firm as experts in
accounting and auditing.
WHERE YOU FIND MORE INFORMATION
Peoples is subject to the information requirements of
the Securities Exchange Act of 1934 and files reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, proxy statements
and other information. Peoples files at the Securities and
Exchange Commission's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Securities and Exchange
Commission's Regional Offices in New York (7 World Trade Center,
Suite 1300, New York, New York 10048) and Chicago (Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661). You may call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference
rooms. Peoples' Securities and Exchange commission filings are
also available on the Securities and Exchange commission's
Internet site at http://www.sec.gov.
Peoples has filed a registration statement to register
under the Securities Act of 1933 the common stock offered by this
prospectus. This prospectus does not contain all the information
included in the registration statement, certain portions of which
have been omitted as permitted by the rules and regulations of
the Commission.
Some of the information that you may want to consider
is not physically included in this prospectus, but rather is
"incorporated by reference" to documents that have been filed by
Peoples with the Securities and Exchange commission. The
information filed Peoples (File No. 000-83263) that is
incorporated by reference consists of:
-- Peoples' Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
-- Peoples' Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
-- Peoples Current Reports on Form 8-K filed
February 17, 1999, April 15, 1999 and May 5, 1999.
-- The description of Peoples' common stock contained
in Peoples' Registration Statement on Form 10 filed with the
Commission on March 4, 1998 and amended on June 3, 1998.
All documents subsequently filed by Peoples pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering of common stock covered by this
prospectus, are incorporated by reference into this prospectus
and be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated by
reference herein will be deemed to be modified or superseded for
<PAGE 14> purposes of this prospectus to the extent that a
statement contained herein (or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein) modifies or supersedes or is contrary to the
prior statement.
Peoples will provide without charge to each person to
whom this prospectus is delivered, on the written or oral request
of any such person, a copy of any or all documents incorporated
herein by reference (other than exhibits to such documents).
Requests should be directed to:
Peoples Financial Services Corp.
50 Main Street
Hallstead, Pennsylvania 18822
Attention: Investor Relations
Telephone requests may be directed to Peoples at
(570) 879-2175.
<PAGE 15>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee $ 737
Legal Expenses 3,500*
Printing Costs 1,500*
Miscellaneous 500*
Total $6,237*
*Estimated
Item 15. Indemnification of Directors
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 provisions 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.
The bylaws of Peoples provide for (1) indemnification
of directors, officers, employees and agents of the registrant
and its subsidiaries 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 Peoples.
Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to the directors, officers
and controlling persons of Peoples pursuant to the foregoing
provisions, or otherwise, Peoples has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable.
<PAGE 16>
Item 16. Exhibits
The following exhibits are included with this Registration
Statement:
4.1 Articles of Incorporation of Peoples Financial Services
Corp. (incorporated herein by reference to Exhibit 3.1
of the Registration Statement on Form 10 of the
Registrant filed on March 4, 1998).
4.2 Bylaws of Peoples Financial Services Corp.
(incorporated herein by reference to Exhibit 32 of the
Registration Statement Form 10 of the Registrant filed
on March 4, 1998).
5.1 Opinion of Stevens & Lee re: legality of common stock
being registered.
23.1 Consent of Stevens & Lee (included at Exhibit 5.1 of
this Registration Statement).
23.2 Consent of Prociak & Associates, LLC.
24.1 Power of Attorney (included on signature page).
Item 17. Undertakings
The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
The undersigned Registrant undertakes 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.
The undersigned Registrant undertakes 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.
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
<PAGE 17> 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.
<PAGE 18>
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-3 and has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hallstead, the Commonwealth of
Pennsylvania, as of this 29th day of April, 1999.
PEOPLES FINANCIAL SERVICES CORP.
By /s/ John W. Ord
John W. Ord
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John W. Ord,
David W. Swartz, Esquire, and Joseph M. Harenza, Esquire, and
each of them, his true and lawful attorney-in-fact, as agent with
full power of substitute and resubstitution for him and in his
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 on Form S-3 has been signed
below by the following persons in the capacities as of the dates
indicated.
Signature Title Date
/s/ John W. Ord President and April 29, 1999
John W. Ord Chief Executive
Officer and
Director
(Principal
Executive Officer)
/s/ Carl F. Pease Chairman and April 29, 1999
Carl F. Pease Director
<PAGE 19>
/s/ Gerald R. Pennay Director April 29, 1999
Gerald R. Pennay
/s/ Virginia M. Turner Director April 29, 1999
Virginia M. Turner
/s/ Thomas F. Chamberlain Director April 29, 1999
Thomas F. Chamberlain
/s/ Jack M. Norris Director April 29, 1999
Jack M. Norris
/s/ George H. Stover, Jr. Director April 29, 1999
George H. Stover, Jr.
/s/ William S. Crock Director April 29, 1999
William S. Crock
/s/ Debra E. Dissinger Executive Vice April 29, 1999
Debra E. Dissinger President (Principal
Financial and
Accounting Officer)
<PAGE 20>
EXHIBIT INDEX
No. Description
5.1 Opinion of Stevens & Lee re: legality of common
stock being registered.
23.1 Consent of Stevens & Lee (included at Exhibit 5.1
of this Registration Statement).
23.2 Consent of Prociak & Associates, LLC.
<PAGE 21>
EXHIBIT 5.1
July 30, 1999
Board of Directors
Peoples Financial Services Corp.
50 Main Street
Hallstead, Pennsylvania 18822
Re: Registration Statement on Form S-3
Dividend Reinvestment Plan
Gentlemen:
In connection with the proposed offering of up to 100,000
shares of common stock, $2.00 par value (the "Common Stock"), by
Peoples Financial Services Corp. (the "Company"), covered by the
Company's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the
Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), we, as counsel to the Company, have reviewed:
(1) the Articles of Incorporation of the Company;
(2) the Bylaws of the Company;
(3) resolutions adopted by the Board of Directors of the
Company relating to the Registration Statement;
(4) a subsistence certificate with respect to the Company
issued by the Pennsylvania Department of State;
(5) the Registration Statement; and
(6) copies of the certificates representing shares of the
Common Stock.
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
existing and in good standing under the laws of such
Commonwealth; and
(b) the Common Stock covered by the Registration Statement
has been duly authorized and, when issued pursuant to
<PAGE 1> the terms of the Plan as described in the
Registration Statement, will be legally issued by the
Company and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us under the
heading "LEGAL MATTERS" in the related Prospectus. 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.
Very truly yours,
STEVENS & LEE
/s/ Stevens & Lee <PAGE 2>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 17, 1998, which appears on page 31 of the annual report
on Form 10-K of Peoples Financial Services Corp. and Subsidiary
for the year ended December 31, 1998, and to the reference to our
Firm under the caption "Experts" in the Prospectus.
/s/ Prociak & Associates, L.L.C.
PROCIAK & ASSOCIATES, L.L.C.
Wilkes-Barre, Pennsylvania
July 27, 1999
