S-4MEF

As filed with the Securities and Exchange Commission on June 13, 2023

Registration No. 333 -                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	6022	23-2265045
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

15 South Main Street

Mansfield, Pennsylvania 16933

(570) 662-2121

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Randall E. Black

President and Chief Executive Officer

15 South Main Street

Mansfield, Pennsylvania 16933

(570) 662-2121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard A. Schaberg, Esq. Les B. Reese, III, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, NW
Columbia Square Washington, DC 20004
(202) 637-5600 Benjamin M. Azoff, Esq.
Gregory Sobczak, Esq. Luse Gorman, PC 5335 Wisconsin Ave, NW, Suite 780 Washington, DC 20015 (202) 274-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-268840

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended.

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ☐

This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form S-4 (Registration No. 333-268840) (the “Prior Registration Statement”), which was declared effective on December 30, 2022, Citizens Financial Services, Inc., a Pennsylvania corporation (the “Company”) registered an aggregate of 716,449 shares of its common stock, $1.00 par value per share (the “Common Stock”) and paid an aggregate fee of $7,499. Subsequent to the effectiveness of the Prior Registration Statement, on May 30, 2023, the Board of Directors of the Company declared a one percent (1%) stock dividend (the “Stock Dividend”), such that the Prior Registration Statement shall be deemed to cover 723,068 shares of Common Stock after giving effect to the Stock Dividend. The Company is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, solely to register an additional 6,619 shares of Common Stock (which number of shares gives effect to the Stock Dividend) for issuance in connection with the consummation of the merger contemplated by the Agreement and Plan of Merger, dated October 18, 2022, by and among the Company, CZFS Acquisition Company, LLC, a Pennsylvania limited liability company and wholly-owned subsidiary of the Company (“CZFSAC”), First Citizens Community Bank, a Pennsylvania-chartered bank and wholly-owned subsidiary of CZFSAC, HV Bancorp, Inc., a Pennsylvania corporation (“HVBC”) and Huntingdon Valley Bank, a Pennsylvania-chartered savings bank and wholly-owned subsidiary of HVBC.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement and filed herewith.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
5.1*	Opinion of Hogan Lovells US LLP
23.1*	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
23.2*	Consent of S.R. Snodgrass, P.C. (with respect to Citizens Financial Services, Inc.)
23.3*	Consent of S.R. Snodgrass, P.C. (with respect to HV Bancorp, Inc.)
24.1**	Power of Attorney
107*	Calculation of Filing Fee

* Filed herewith.

** Filed as Exhibit 24.1 to the Registrants Registration Statement on Form S-4 (File No. 333-268840), as amended, initially filed with the Securities and Exchange Commission on December 16, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, Pennsylvania, on June 13, 2023.

CITIZENS FINANCIAL SERVICES, INC.
By:	/s/ Randall E. Black
Name: Randall E. Black
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on June 13, 2023.

Name	Title	Date
/s/ Randall E. Black Randall E. Black	Chief Executive Officer, President and Director (Principal Executive Officer)	June 13, 2023
* Stephen J. Guillaume	Chief Financial Officer (Principal Financial & Accounting Officer)	June 13, 2023
* Robert W. Chappell	Director	June 13, 2023
* R. Joseph Landy	Director	June 13, 2023
* Roger C. Graham, Jr.	Director	June 13, 2023
* E. Gene Kosa	Director	June 13, 2023
* Rinaldo A. DePaola	Director	June 13, 2023
* Thomas E. Freeman	Director	June 13, 2023
* Alletta M. Schadler	Director	June 13, 2023
* Christopher W. Kunes	Director	June 13, 2023

* David Z. Richards, Jr.	Director	June 13, 2023
* Mickey L. Jones	Director	June 13, 2023
* Janie M. Hifiger	Director	June 13, 2023

* Randall E. Black, by signing his name hereto, signs this Registration Statement on behalf of the officers and directors of the registrant above in front of whose name an asterisk appears pursuant to powers of attorney duly executed by such officers and directors and previously filed with the Securities and Exchange Commission.

By:	/s/ Randall E. Black
Name: Randall E. Black
Title: Attorney-in-fact

EX-5.1

Exhibit 5.1

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com

June 13, 2023

Board of Directors

Citizens Financial Services, Inc.

15 South Main Street

Mansfield, Pennsylvania 16933

To the addressee(s) referred to above:

We are acting as counsel to Citizens Financial Services, Inc., a Pennsylvania corporation (the “Company”), in connection with (a) its registration statement on Form S-4 (File No. 333-268840), as amended (the “Original Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and (b) its related registration statement on Form S-4 filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Act (the “462(b) Registration Statement,” and together with the Original Registration Statement, the “Registration Statement”). This opinion letter is furnished in connection with the Company’s filing of the 462(b) Registration Statement relating to the proposed offering of up to an additional 6,619 shares of the common stock, par value $1.00 per share, of the Company (the “Shares”) (which number gives effect to the one percent (1%) stock dividend declared by the Company’s Board of Directors on May 30, 2023), in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of October 18, 2022 (the “Merger Agreement”), by and among the Company, First Citizens Community Bank (“FCCB”), the Company’s subsidiary and a Pennsylvania-chartered bank, CZFS Acquisition Company, LLC, FCCB’s direct shareholder, HV Bancorp, Inc. (“HVBC”) and Huntingdon Valley Bank, HVBC’s subsidiary and a Pennsylvania-chartered savings bank. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the 462(b) Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

Citizens Financial Services, Inc. - 2 - June 13, 2023

This opinion letter is based as to matters of law solely on the applicable provisions of the Pennsylvania Business Corporation Law of 1988, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the 462(b) Registration Statement and (ii) issuance of the Shares in accordance with the terms and conditions of the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the 462(b) Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the 462(b) Registration Statement.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the 462(b) Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Original Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.

Very truly yours,

/s/ Hogan Lovells US LLP

HOGAN LOVELLS US LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 pursuant to Rule 462(b) under the Securities Act of 1933 of our report dated March 10, 2022, relating to the consolidated financial statements of Citizens Financial Services, Inc. and subsidiaries appearing in the Registration Statement on Form S-4, File No. 333-268840.

We also consent to the reference to our firm under the heading “Experts” in such prospectus.

/s/ S.R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

June 13, 2023

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this registration statement on Form S-4 and the related prospectus and proxy statement of our report dated March 28, 2022, relating to the consolidated financial statements of HV Bancorp, Inc., and subsidiaries appearing in the prospectus and proxy statement contained in this registration statement.

We also consent to the reference to us under the heading “Experts” in the prospectus and proxy statement, which is part of this registration statement.

/s/ S.R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

June 13, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Citizens Financial Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Common Stock, $1.00 par value per share	Other	6,619	—	$533,299.20	0.00011020	$58.77
Fees Previously Paid	—	—	—	—	—	—		—
Carry Forward Securities
Carry Forward Securities	—	—	—	—		—		—	—	—	—	—
	Total Offering Amounts					—		$58.77
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$58.77

(1) Relates to common stock, par value $1.00 per share of Citizens Financial Services, Inc., a Pennsylvania corporation (“Citizens”) to be issuable to holders of common stock, $0.01 par value per share of HV Bancorp, Inc. a Pennsylvania Corporation (“HVBC”), in the proposed merger transaction described herein. The amount of Citizens common stock being registered reflects the estimated maximum number of additional shares of Citizens common stock that are expected to be issued pursuant to the merger, after taking into account the updated exchange ratio of 0.4040 shares of Citizens common stock for each outstanding share of HVBC common stock as a result of the one percent (1%) stock dividend declared by the Board of Citizens on May 30, 2022. Citizens previously registered 716,449 shares of Citizens common stock pursuant to the Registration Statement on Form S-4 (Registration No. 333-268840), which was declared effective on December 30, 2022 in connection with the proposed merger transaction described herein.

This registration statement also relates to an indeterminate number of shares of Citizens common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act.

(2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rules 457(f)(1) and 457(c) of the Securities Act. The proposed maximum aggregate offering price of the registrant’s common stock was computed in accordance with Rule 457(c) by multiplying (a) $32.55, the average of the high and low prices per share of HV Bancorp, Inc. common stock on June 8, 2023, as reported on The NASDAQ Stock Market, LLC, by (b) 16,384, the estimated maximum number of shares of HV Bancorp, Inc. common stock that may be cancelled in exchange for the additional shares of Citizens common stock being registered in connection with the merger on this registration statement.