FNCB Bancorp Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

 

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

 

Date of Report (Date of earliest event reported): June 28, 2024

 

(Exact name of registrant as specified in its Charter)

 

 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 570.346.7667

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

 

 

 

 

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

 

 

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. ☐

 

 

Item 2.01           Completion of Acquisition or Disposition of Assets

 

Effective July 1, 2024 (the “Closing Date”), FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”), completed its previously announced merger with Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”), pursuant to the Agreement and Plan of Merger dated September 27, 2023 between Peoples and FNCB (the “Merger Agreement”).

 

Pursuant to the Merger Agreement, on the Closing Date, FNCB merged with and into Peoples, with Peoples continuing as the surviving corporation (the “Merger”), and immediately following the Merger, FNCB Bank, a Pennsylvania-chartered bank (“FNCB Bank”), merged with and into Peoples Security Bank and Trust Company, a Pennsylvania-chartered bank and trust company and a wholly owned subsidiary of Peoples (“Peoples Bank”), with Peoples Bank as the surviving bank (the “Bank Merger”).

 

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.25 per share, of FNCB (“FNCB Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Peoples and FNCB, was converted into the right to receive 0.1460 shares (the “Exchange Ratio”) of common stock, par value $2.00 per share, of Peoples (“Peoples Common Stock” and such shares, the “Merger Consideration”). Holders of FNCB Common Stock will receive cash (without interest) in lieu of fractional shares of Peoples Common Stock in accordance with the terms of the Merger Agreement.

 

The total aggregate consideration payable in the Merger was approximately 2,936,172 shares of Peoples Common Stock.

 

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.01           Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

FNCB notified its principal trading market, The Nasdaq Capital Market (“Nasdaq”) that the Merger would be effective at 12:01 a.m., Eastern Time, on July 1, 2024. On July 1, 2024, Nasdaq filed with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to remove FNCB Common Stock from listing on Nasdaq and withdraw the registration of FNCB Common Stock under Section 12(b) of the Securities Exchange Act of 1934.

 

Following the effectiveness of such Form 25, FNCB (or Peoples as its successor) intends to file with the SEC certifications on Form 15 under the Exchange Act requesting that the shares of FNCB Common Stock be deregistered and that FNCB’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

 

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

 

Item 3.03           Material Modification to Rights of Security Holders

 

The information set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

 

Item 5.01           Changes in Control of Registrant

 

At the Effective Time of the Merger, FNCB merged with and into Peoples and, accordingly, a change in control of FNCB occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

 

 

Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

At the Effective Time of the Merger, all of the directors and executive officers of FNCB ceased serving as directors and executive officers of FNCB.

 

In connection with the transactions contemplated by the Merger Agreement, Gerard A. Champi, Louis A. DeNaples, Sr., Louis A. DeNaples, Jr., Joseph Coccia, William G. Bracey, William P. Conaboy, Dominick L. DeNaples, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert and Thomas J. Melone tendered their resignations as members of the board of directors of FNCB and from all committees of the board on which they formerly served, effective as of the Effective Time. Such resignations were not the result, in whole or in part, of any disagreement with FNCB or FNCB’s management.

 

 

In accordance with the terms of the Merger Agreement and the Peoples bylaw amendments that were adopted pursuant to the Merger Agreement, as of the Effective Time, the size of the board of directors of Peoples (the “Board”) was increased to consist of a total of 16 directors, including the eight incumbent directors of Peoples serving immediately prior to the Effective Time (the “Peoples Continuing Directors”) and eight former directors of FNCB who were serving FNCB immediately prior to the Effective Time (the “FNCB Continuing Directors”).

 

 

The eight Peoples Continuing Directors who continue to serve as members of the Board are William E. Aubrey II, Craig W. Best, Sandra L. Bodnyk, Ronald G. Kukuchka, Richard S. Lochen, James B. Nicholas, Elisa Zúñiga Ramirez, and Joseph T. Wright, Jr.

 

The eight FNCB Continuing Directors designated by FNCB pursuant to the Merger Agreement and the Peoples bylaw amendment, each of whom was serving as a member of the board of directors of FNCB immediately prior to the Effective Time, and was appointed as a member of the Board effective as of the Effective Time, are as follows: Louis A. DeNaples, Sr., William G. Bracey, Joseph Coccia, William P. Conaboy, Joseph L. DeNaples, Keith W. Eckel, Kathleen M. Lambert, and Thomas J. Melone.

 

In accordance with the Peoples bylaws, the board of directors is classified into three classes in respect to the time for which they severally hold office. The Peoples Continuing Directors continue to serve, and the FNCB Continuing Directors were appointed to serve, in the following classes of directors whose terms will expire in the year indicated:

 

 

In addition, at the effective time of the Bank Merger, the board of directors of Peoples Bank, (the “Bank Board”) was increased to consist of a total of 18 directors, including the Peoples Continuing Directors, the FNCB Continuing Directors, and Thomas P. Tulaney, the Chief Operating Officer of Peoples Bank following the effective time of the Bank Merger, and Gerard A. Champi, the President of Peoples Bank following the effective time of the Bank Merger. The Peoples Continuing Directors and Mr. Tulaney are referred to as the Peoples Bank Continuing Directors and the FNCB Continuing Directors and Mr. Champi are referred to as the FNCB Bank Continuing Directors in this Form 8-K.

 

 

Pursuant to the Merger Agreement and the Peoples and Peoples Bank bylaw amendments, effective as of the Effective Time, the following appointments were made to the Board and the Bank Board:

 

 

 

Other than the relationship between Louis A. DeNaples, Sr. and Joseph L. DeNaples, his nephew, there are no family relationships between any other directors. There are no family relationships between any director, executive officer, or person nominated or chosen by Peoples to become a director or executive officer. Other than the Merger Agreement, there are no arrangements between the Peoples Continuing Directors, the Peoples Bank Continuing Directors, the FNCB Continuing Directors, and the FNCB Bank Continuing Directors (collectively, the “Directors”), and any other person pursuant to which the Directors were selected as directors. Non-employee members of the Board and the Bank Board will be compensated for such service as described in the Definitive Proxy Statement on Schedule 14A filed by Peoples on April 5, 2024, (the “Peoples Proxy”), and in any information that Peoples files with the SEC that updates or supersedes that information. Biographies of the Peoples Continuing Directors can be found in the Peoples Proxy and Biographies of the FNCB Continuing Directors can be found in the Part III, Item 10 of the Annual Report on Form 10-K filed by FNCB on March 8, 2024, and such biographies are incorporated herein by reference.

 

 

In connection with the appointment of the FNCB Continuing Directors to the Board, the Board reconstituted the standing committees of the Board, in each case with directors appointed to the standing committees effective as of the Effective Time, as follows:

 

 

 

In addition to the directors, Gerard A. Champi is a non-voting management attendee at meetings of the Executive and ESG Committees, and Laureen S. Cook and Mary G. Cummings, Esq. are non-voting management attendees at meetings of the ESG Committee.

 

 

 

As of the Effective Time:

 

 

 

 

 

 

Item 5.03           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

In connection with the completion of the Merger and in accordance with the Merger Agreement, the bylaws of Peoples were amended to provide for certain governance arrangements for the continuing corporation, effective as of the Effective Time.

 

The Peoples bylaws amendment fixed the number of directors on the Peoples Board of directors at 16 directors. These directors will consist of the Peoples Continuing Directors and the FNCB Continuing Directors. Other than the FNCB Continuing Directors, no other director of FNCB were designated to serve on the Peoples Board at the Effective Time. The Peoples bylaws amendment provides that from the Effective Time until three years after the Effective Time, no vacancy on the Peoples Board will be filled, and the Board will not nominate any director to fill such vacancy unless, in the case of a vacancy created by the cessation of service of a Peoples Continuing Director, not less than a majority of the Peoples Continuing Directors have approved the appointment, in which case the FNCB Continuing Directors must vote to approve the appointment or nomination. In the case of a vacancy created by the cessation of service of a FNCB Continuing Director, not less than a majority of the FNCB Continuing Directors have approved the appointment, in which case the Peoples Continuing Directors must vote to approve the appointment or nomination. However, any such director nomination must be made in accordance with Peoples’ governance guidelines, applicable law, and the rules of Nasdaq or any other exchange on which Peoples’ securities may be listed for trading. Both the Merger Agreement and the Peoples’ bylaws amendment provide that at the Effective Time, William E. Aubrey II continued to serve as Chairman of the Board and that Louis A. DeNaples, Sr. was appointed the Vice Chairman of Board.

 

The foregoing summary and referenced descriptions of the Peoples bylaw amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Peoples bylaw amendment, which is filed with this Current Report on Form 8-K as Exhibit 3.4, and incorporated herein by reference.

 

The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

 

Item 8.01           Other Events

 

On June 28, 2024, FNCB Bank sold all $3.0 million of the subordinated debt of Peoples held by FNCB Bank to Louis A. DeNaples, Sr. and JJS Family Partnership, LP, a partnership controlled by Joseph Coccia, each purchasing $1.5 million at face value. Such transactions were approved by the audit committee of the board of directors of FNCB consistent with its charter.

 

 

Item 9.01           Financial Statements and Exhibits

 

 

 

 

 

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.