As filed with the Securities and Exchange Commission on
July 28, 2025
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Registration No. 333-238749 |
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Registration No. 333-238748 |
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Registration No. 333-205722 |
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Registration No. 333-134585 |
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Registration No. 333-58682 |
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-238749
FORM S-8 REGISTRATION STATEMENT NO. 333-238748
FORM S-8 REGISTRATION STATEMENT NO. 333-205722
FORM S-8 REGISTRATION STATEMENT NO. 333-134585
FORM S-8 REGISTRATION STATEMENT NO. 333-58682
UNDER THE SECURITIES ACT OF 1933
PENNS
WOODS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania |
|
23-2226454 |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
300 Market
Street, P.O. Box 967
Williamsport, Pennsylvania 17703-0967
(Address, including zip code, of registrant’s principal
executive offices)
Penns Woods Bancorp, Inc. 2020 Non-Employee
Director Compensation Plan
Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan
Penns Woods Bancorp, Inc. 2014 Equity Incentive Plan
Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan
Penns Woods Bancorp, Inc. 1998 Stock Option Plan
(Full titles of the plans)
Douglas M. Schosser
Chief Financial Officer
Northwest Bancshares, Inc.
as successor by merger to Penns Woods Bancorp, Inc.
3 Easton Oval Street, Suite 500
Columbus, Ohio 43219
(814) 726-2140
(Name, address, and telephone number, including area code,
of agent for service)
Copies to:
Michael Dailey, Esq.
Dinsmore & Shohl LLP
191 W. Nationwide Blvd., Suite 200
Columbus, Ohio 43215
(614) 628-6921
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.
| Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
x |
|
Smaller reporting company |
x |
| 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. ¨
DEREGISTRATION OF SECURITIES
Penns Woods Bancorp, Inc., a
Pennsylvania corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission
these post-effective amendments (the “Post-Effective Amendments”) to terminate all offerings under the following
Registration Statements on Form S-8 (the “Registration Statements”) and to withdraw and deregister
all shares of common stock, $5.55 par value per share, of the Registrant (the “Shares”) previously registered
under the Registration Statements, together with any and all plan interests and other securities registered thereunder:
Registration Statement No. 333-238749, filed on May 28,
2020, relating to the registration of 100,000 Shares issuable under the Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation
Plan;
Registration Statement No. 333-238748, filed on May 28, 2020, relating to the registration of 750,000 Shares issuable under
the Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan;
Registration Statement No. 333-205722, filed on July 17, 2015, relating to the registration of 602,500 Shares issuable under
the Penns Woods Bancorp, Inc. 2014 Equity Incentive Plan;
Registration Statement No. 333-134585, filed on May 31, 2006, relating to the registration of 1,000,000 Shares issuable under
the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan; and
Registration Statement No. 333-58682, filed on April 11, 2001, relating to the registration of 100,000 Shares issuable under
the Penns Woods Bancorp, Inc. 1998 Stock Option Plan.
On July 25, 2025, pursuant to the terms
of the Agreement and Plan of Merger, dated as of December 16, 2024, by and between the Registrant and Northwest Bancshares, a
Maryland corporation (“Northwest”), the Registrant merged with and into Northwest (the
“Merger”), with Northwest being the surviving corporation of the Merger.
As a result of the Merger, the Registrant has
terminated any and all offerings of the Registrant’s securities pursuant to the Registration Statements. In accordance with
the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective
amendment, any securities that had been registered under the Registration Statements which remain unsold at the termination of the
offerings, the Registrant hereby removes from registration by means of these Post-Effective Amendments all such securities
registered under the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby
amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of
the Registration Statements.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements
described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on
this 28th day of July, 2025.
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NORTHWEST BANCSHARES, INC.
as successor by merger to PENNS WOODS BANCORP, INC. |
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|
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By: |
/s/Douglas M. Schosser |
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Name: |
Douglas M. Schosser |
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Title: |
Chief Financial Officer |
Pursuant to the Rule 478 of the Securities Act of
1933, as amended, no other person is required to sign the Post-Effective Amendment.
