SEC Comment Letter for CITIZENS & NORTHERN CORP (CZNC) (CIK 0000810958) (CZNC) — Nov 13, 2008
CITIZENS & NORTHERN CORP (CZNC) (CIK 0000810958)
Date: Nov. 13, 2008 · CIK: 0000810958 · Accession: 0000000000-08-056329
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-16084
Letter
November 7, 2008 Craig G. Litchfield Chairman, President and Chief Executive Officer Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901 Re: Citizens & Northern Corporation Schedule 14A Filed October 31, 2008 File No. 000-16084
Dear Mr. Litchfield:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal 1, page 4
1. Disclose how you expect to use the proceeds of your proposed sale of securities to the Treasury Department. 2. Please discuss how your participation in th e Capital Purchase Program may dilute the interests of your exis ting common shareholders. 3. Discuss any material effect on your liqui dity, capital resources or results of operations if the proposal is approved and the Treasury Department denies your application.
Craig G. Litchfield Citizens & Northern Corporation November 7, 2008 Page 2 of 3
4. Disclose whether you will modify any plans or contracts to comply with limits on executive compensation established by S ection 111 of the Emergency Economic Stabilization Act of 2008. 5. Please discuss how your participation in the Capital Purchase Program may: • impact the holders of any outstanding senior classes of your securities; and • require you to register for resale securi ties you have issued to the Treasury Department. 6. If you expect the proceeds of the sale of securities to the Treasury Department to have a material impact on your fina ncial statements, you may provide a discussion of the pro forma effect rather than pro forma financial statements. In your discussion, please address the imp act of both the minimum and maximum estimated proceeds.
* * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Craig G. Litchfield Citizens & Northern Corporation November 7, 2008 Page 3 of 3
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact Allicia Lam at ( 202) 551-3316 or me at (202) 551-3448 with any questions.
S i n c e r e l y , Jessica Livingston S t a f f A t t o r n e y
CC: By Fax: (717) 232-1459 Ken Rollins
Show Raw Text
November 7, 2008
Craig G. Litchfield Chairman, President and Chief Executive Officer Citizens & Northern Corporation 90-92 Main Street Wellsboro, PA 16901
Re: Citizens & Northern Corporation
Schedule 14A
Filed October 31, 2008
File No. 000-16084
Dear Mr. Litchfield:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal 1, page 4
1. Disclose how you expect to use the proceeds of your proposed sale of securities to
the Treasury Department.
2. Please discuss how your participation in th e Capital Purchase Program may dilute
the interests of your exis ting common shareholders.
3. Discuss any material effect on your liqui dity, capital resources or results of
operations if the proposal is approved and the Treasury Department denies your
application.
Craig G. Litchfield
Citizens & Northern Corporation
November 7, 2008 Page 2 of 3
4. Disclose whether you will modify any plans or contracts to comply with limits on
executive compensation established by S ection 111 of the Emergency Economic
Stabilization Act of 2008.
5. Please discuss how your participation in the Capital Purchase Program may:
• impact the holders of any outstanding senior classes of your securities; and
• require you to register for resale securi ties you have issued to the Treasury
Department.
6. If you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your fina ncial statements, you may provide a
discussion of the pro forma effect rather than pro forma financial statements. In
your discussion, please address the imp act of both the minimum and maximum
estimated proceeds.
* * * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Craig G. Litchfield
Citizens & Northern Corporation November 7, 2008 Page 3 of 3
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Allicia Lam at ( 202) 551-3316 or me at (202) 551-3448
with any
questions.
S i n c e r e l y , Jessica Livingston
S t a f f A t t o r n e y
CC: By Fax: (717) 232-1459
Ken Rollins