**FORM10-K/A**

 

**AmendmentNo. 1**

 

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, DC 20549**

 
| **ý**                                                                                                                                                                                                                                                                                                                                               | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934**                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                     |
| **For the fiscal year ended December 31,  2004**                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                     |
| **OR**                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                     |
| **o**                                                                                                                                                                                                                                                                                                                                                    | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934 (NO FEE REQUIRED)** |
|                                                                                                                                                                                                                                                                                                                                                     |
| **For the transition period from                                  to                   ** |

 

**Commission file number 0-17077**

 

**PENNS WOODS BANCORP, INC.**

(exact name of registrant asspecified in its charter)

 
| **Pennsylvania**                                                            | ** ** | **23-2226454**                         |
|-----------------------------------------------------------------------------|------------|----------------------------------------|
| (State or  other jurisdiction  of incorporation or organization)            |       | (I.R.S.  Employer  Identification No.) |
|                                                                        |       |                                   |
| **300 Market Street, P.O. Box 967  Williamsport, Pennsylvania 17703-0967**  |
| (Address of principal executive offices)                                    |
|                                                                        |       |                                   |
| Registrant’s telephone number, including  area code (**570) 322-1111** |

 

Securities registered pursuant to Section 12(b) of the Act:

 
| **Title of each class** | ** ** | **Name of each exchange  which registered** |
|-------------------------|------------|---------------------------------------------|
| **None**                |       | **None**                                    |

 

**Securities to be registered pursuant to Section 12(g)of the Act:**

 

**CommonStock, par value $10 per share**(Title of Class)

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.    Yes ý   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.                                  ý

 

Indicate by check mark whether the registrant is an accelerated fileras of defined in Rule 12b-2 of the Act.    Yes ý  No o

 

State the aggregate market value of the voting stock held bynon-affiliates of the registrant **$135,611,421 at June 30,2004.**

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date.

 
| **Class**                       | ** ** | **Outstanding at March 7,  2005** |
|---------------------------------|------------|----------------------------------------|
| **Common Stock, $10 Par Value** | ** ** | **3,321,637  Shares**                  |

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions of the registrant’s definitive proxy statement prepared inconnection with its annual meeting of shareholders to be held on April 27,2005 are incorporated by reference in Part III hereof.

 

 

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**EXPLANATORY NOTE**

 

PennsWoods Bancorp, Inc. (the “Company”) is filing this Amendment No. 1on Form 10-K/A to amend its annual report on Form 10-Kfor the year ended December 31, 2004, filed with the Securities andExchange Commission (“SEC”) on March 15, 2005 (the “Original Filing”),in accordance with the SEC’s Exemptive Order # 34-50754, to:

•      amend and restate Item 9A to includeManagement’s Report on Internal Control over Financial Reporting and the reportof the Company’s independent registered public accounting firm on management’sassessment and the effectiveness of internal control over financial reporting,and

•      to include a revised Consent ofIndependent Registered Public Accounting Firm required as a result of theamendment discussed above.

 

Pursuantto Rule 12b-15 under the Securities Exchange Act of 1934, asamended, in connection with this Amendment No. 1 on Form 10-K/A,the Company is filing updated Exhibits 31(iii) and 31(iv).

 

**ITEM 9ACONTROLS AND PROCEDURES**

 

TheCompany’s management, with the participation of the Company’s principal executiveofficer and principal financial officer, has evaluated the effectiveness of theCompany’s disclosure controls and procedures, as such term is defined underRule 13a-15(e) promulgated under the Securities Exchange Act of 1934, asamended (the Exchange Act), as of December 31, 2004. Based on thisevaluation, the Company’s principal executive officer and principal financialofficer concluded that our disclosure controls and procedures were effective asof December 31, 2004. There have been no material changes in the Company’sinternal control over financial reporting during the fourth quarter of 2004that has materially affected, or are reasonably likely to materially affect,the Company’s internal control over financial reporting.

 

**Management’sReport on Internal Control Over Financial Reporting**

 

We,as management of Penns Woods Bancorp, Inc., are responsible for establishingand maintaining effective internal control over financial reporting that isdesigned to produce reliable financial statements in conformity with U. S.generally accepted accounting principles. Management assessed the Company’s system of internal control overfinancial reporting as of December 31, 2004, in relation to criteria foreffective internal control over financial reporting as described in “InternalControl – Integrated Framework,” issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31,2004, its system of internal control over financial reporting is effective andmeets the criteria of the “Internal Control – Integrated Framework.”  S. R. Snodgrass, independent registeredpublic accounting firm, has issued an attestation report on management’sassessment of the Company’s internal control over financial reporting.

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

 

Board of Directors andShareholders

Penns Woods Bancorp, Inc.

 

We have audited management’sassessment, included in the accompanying Report on Management’s Assessment ofInternal Control Over Financial Reporting, that Penns Woods Bancorp, Inc.maintained effective internal control over financial reporting as of December31, 2004, based on criteria established in “Internal Control—IntegratedFramework” issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). Penns Woods Bancorp, Inc.’s management is responsible formaintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting.Our responsibility is to express an opinion on management’s assessment and anopinion on the effectiveness of the Company’s internal control over financialreporting based on our audit.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control overfinancial reporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financial reporting,evaluating management’s assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances. We believe that ouraudit provides a reasonable basis for our opinion.

 

A company’s internal control over financialreporting is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies andprocedures that: (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Company’s assets that could have amaterial effect on the financial statements.

 

Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures maydeteriorate.

 

Inour opinion, management’s assessment that Penns Woods Bancorp, Inc. maintainedeffective internal control over financial reporting as of December 31, 2004, isfairly stated, in all material respects, based on the COSO criteria. Also inour opinion, Penns Woods Bancorp, Inc. maintained, in all material respects,effective internal control over financial reporting as of December 31, 2004, basedon the COSO criteria.

 

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Wehave also audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated balance sheet ofPenns Woods Bancorp, Inc. and subsidiaries as of December 31, 2004 and 2003, andthe related consolidated statements of income, changes in stockholders’ equity,and cash flows for each of the three years in the period ended December 31,2004, and our report dated February 11, 2005, expressed an unqualified opinion.

 
| /s/  S.R. Snodgrass, A.C. |   |
|---------------------------|--------|
|                      |
| Wexford,  Pennsylvania    |
| April  1, 2005            |

 

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**ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 
| **Exhibit Number** | ** ** | **Description of Exhibit**                                                          |
|--------------------|------------|-------------------------------------------------------------------------------------|
|               |       |                                                                                |
|  23 (ii) |       | Consent  of Independent Registered Public Accounting Firm                           |
| 31 (iii)      |       | Rule 13a-14(a)/Rule 15d-14(a)  Certification of Chief Executive Officer   |
| 31 (iv)       |       | Rule 13a-14(a)/Rule 15d-14(a)  Certification of Vice President of Finance |

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|                        |   | PENNS  WOODS BANCORP, INC. |
|-----------------------------|--------|----------------------------|
|                        |   |                       |
| Dated:  April 28, 2005 |   |                       |
|                        |   |                       |
|                        |   | By:                        | /s/  Brian L. Knepp |   |
|                        |   |                       | Brian  L. Knepp |
|                        |   |                       | Vice  President of Finance |

 

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**EXHIBIT INDEX**

 
| **Exhibit Number** | ** ** | **Description of Exhibit**                                                          |
|--------------------|------------|-------------------------------------------------------------------------------------|
|               |       |                                                                                |
|  23 (ii) |       | Consent  of Independent Registered Public Accounting Firm                           |
| 31 (iii)      |       | Rule 13a-14(a)/Rule 15d-14(a)  Certification of Chief Executive Officer   |
| 31 (iv)       |       | Rule 13a-14(a)/Rule 15d-14(a)  Certification of Vice President of Finance |

 

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