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) February 8, 2005
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CITIZENS & NORTHERN CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-16084 23-2451943
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
90-92 Main Street, Wellsboro, PA 16901
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (570) 724-3411
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N/A
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(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:
( ) Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On February 8, 2005, Matthew Prosseda, Executive Vice President and Director of
Lending of Citizens & Northern Bank, announced his resignation, effective
February 25, 2005.
In an announcement to employees on February 9, 2005, Craig Litchfield, Citizens
& Northern Corporation's Chairman, President and Chief Executive Officer
stated, "Matt Prosseda tendered his resignation and will be leaving C&N to take
a similar job with the First National Bank of Berwick. As many of you know,
Matt and his wife Cindy were both raised in the Berwick area where their
families still reside. Matt has indicated that his decision to accept the
position was motivated by his desire to return to his hometown. I sadly
accepted his resignation and requested that he remain with us until February
25th to assist in an orderly transition. Matt joined C&N over 10 years ago and
has made a significant contribution toward our commercial lending initiative.
It is always with regret that we see our team members and friends depart. We
will miss Matt, but we wish him and his family much happiness and success in
this new chapter of their lives."
Litchfield also announced the organization will advertise for a replacement for
the position.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
CITIZENS & NORTHERN CORPORATION
Date: 2/14/05 By: Craig G. Litchfield /s/
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Name: Craig G. Litchfield
Title: Chairman, President and
Chief Executive Officer
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