UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 5, 2015

 

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania   0-13232   23-2235254
(State or other Jurisdiction of
Incorporation)
  (Commission File Number)   (IRS Employer Identification
No.)

 

 

Bridge and Main Streets, Mifflintown,
Pennsylvania
 

 

17059

(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: ( 717 ) 436 - 8211

  

Not Applicable
(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:

 

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

 

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

 

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

 

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

 

 

 

 

 

  

Item 2.02 Results of Operations and Financial Condition

 

On November 10, 2015, Juniata Valley Financial Corp. issued a press release reporting financial results for the quarter and year-to-date ending September 30, 2015. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

 

Item 5.07 Submission Of Matters To A Vote Of Security Holders

 

The Special Meeting of Shareholders (the “Meeting”) of Juniata Valley Financial Corp. (the “Company” or “Juniata Valley”) was held on November 5, 2015. At the Meeting, the shareholders approved the proposed merger of FNBPA Bancorp, Inc. with and into Juniata Valley as follows:

 

 

For

 

Against

 

Abstentions

2,964,144.866 228,629.632 29,830.291

 

At the Meeting, the shareholders also approved three proposed amendments to the Articles of Incorporation of Juniata Valley as follows:

 

 

1.Amendment of Section 11(D)(1) to clarify and narrow the application of that section to fundamental transaction in which Juniata is the selling institution:

 

 

For

 

Against

 

Abstentions

2,892,457.709 272,802.419 57,344.660

 

2.Amendment of Section 11(D)(2) to clarify and narrow the application of that section to fundamental transaction in which Juniata is the selling institution and to further clarify that shareholder approval of a transaction is not required where Juniata is the acquiring institution unless otherwise required by law:

 

 

For

 

Against

 

Abstentions

2,881,729.563 283,964.229 56,910.997

 

3.Amendment of the unnumbered paragraph of Section 11(D) to lower the shareholder vote required for specified fundamental transactions in which Juniata is the selling institution if the Board has approved the transaction:

 

 

For

 

Against

 

Abstentions

2,852,355.477 281,106.0733 89,143.238

 

There were no other matters considered at the meeting.

 

 

 

 

 

Item 8.01 Other events

 

On November 10, 2015, Juniata Valley Financial Corp. issued a press release reporting regulatory and shareholder approval for merger. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.

 

 

 

 

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.

 

 

  Juniata Valley Financial Corp.
   
   
Date: November 12, 2015 By: /s/ JoAnn McMinn
  Name: JoAnn McMinn
  Title: EVP, Chief Financial Officer

 

  

 

Exhibit Index

 

Exhibit No. Description
3(i)   Amended and Restated Articles of Incorporation
99.1   Press Release reporting financial results for Quarter 3, 2015.