UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNIATA VALLEY FINANCIAL CORP
------------------------------------------------------
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 23-2235254
------------------------ ----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
Title of each class Name of each exchange on
to be so registered on which each class
is to be registered
------------------------ ----------------------
None None
------------------------ ----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Rights
--------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Registrant has entered into a Rights Agreement dated as of September 1, 2000,
between Registrant and The Juniata Valley Bank (the "Agreement"), and has
declared a dividend distribution of one Right for each share of the Registrant's
common stock, par value $1.00 per share, issued and outstanding on August 21,
2000. Registrant is registering the Rights to be issued pursuant to the
Agreement. Capitalized terms used herein have the meaning set forth in the
Agreement.
The Registrant has authorized capital of 20,500,000 shares, consisting of
20,000,000 shares of common stock, par value $1.00 per share, and 500,000 shares
of Preferred Stock without value.
Each Right entitles the holder thereof, following the Distribution Date, to
purchase one share of the Common Stock for $26.25 per share, subject to
adjustment as described in the Agreement.
As of August 21, 2000, there were 2,184,061 shares of common stock outstanding.
Rights may be exercised after the Distribution Date and on or before August 31,
2010, unless earlier redeemed by Registrant. Rights may be redeemed at a price
of $.001 per Right at any time until fifteen (15) business days following a
Shares Acquisition Date.
Registrant hereby incorporates by reference the following portions of the
Agreement, attached hereto as Exhibit A:
Definitions of the terms "Distribution Date" and "Shares Acquisition
Date" on pages 4 and 6 respectively,
Section 3, Issuance of Right Certificates
Section 7, Exercise of Rights, Purchase Price Expiration Date of Rights
Section 11, Adjustment of Purchase Price, Number of Shares or
Number of Rights
Section 12, Certificate of Adjusted Purchase Price or Number of
Shares
Section 13, Consolidation, Merger or Sale or Transfer of Assets or
Earning Power
Section 14, Fractional Rights and Fractional Shares
Section 23, Redemption and Termination
- 2 -
<PAGE>
Item 2. Exhibits.
Exhibit 1: Rights Agreement Dated as of September 1, 2000 between
Juniata Valley Financial Corp. and The Juniata Valley Bank
which includes as Exhibit "A" the Form of Rights Certificate
and as Exhibit "B" the Summary of Rights Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
JUNIATA VALLEY FINANCIAL CORP.
DATE: 8/21/00
---------------------------------------
BY: /s/ A. Jerome Cook
-----------------------------------------
A. Jerome Cook, Chairman and CEO
- 3 -
