On September 30, 2019, Penns Woods Bancorp, Inc. (the “Company”) filed with the Department of State of the Commonwealth of Pennsylvania articles of amendment (the “Articles of Amendment”) to its articles of incorporation to effect a previously announced three-for-two stock split (the “Stock Split”) of the Company’s common stock, $8.33 par value per share. As a result of the Articles of Amendment, which do not require shareholder approval under Pennsylvania law, effective at 11:59 p.m. on September 30, 2019 (the “Effective Time”), each share of the Company’s common stock issued at the Effective Time was changed into one and one-half shares of the Company’s common stock with a stated par value of $5.55 per share. In lieu of fractional shares, the Company will pay to each shareholder of record otherwise entitled to any fractional share an amount equal to such fraction multiplied by the closing sale price of the common stock on October 1, 2019, as reported on the Nasdaq Global Select Market. After the Effective Time, the number of authorized shares of the Company’s common stock is 22,500,000 shares with a par value of $5.55 per share.
In addition, the Articles of Amendment contain a provision authorizing the Company to issue shares in uncertificated form. Additional shares of common stock resulting from the Stock Split will be in uncertificated form. Shareholders will receive a written notice that will include the information required by law in connection with the issuance of uncertificated shares, including the number of shares issued as a result of the Stock Split. The Stock Split increased the number of outstanding shares of the Company’s common stock from 4,692,927 shares to approximately 7,039,389 shares, subject to adjustment for the payment of cash in lieu of fractional shares.
The amendments to the Company’s articles of incorporation as set forth in the Articles of Amendment are attached hereto as Exhibit 3.2. Except as amended by the Articles of Amendment, the Company’s articles of incorporation remain unchanged.