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 reported): November 1, 2007
FIRST KEYSTONE CORPORATION
____________________________________
(Exact name of registrant as specified in its Charter)
PENNSYLVANIA 2-88927 23-2249083
__________________ __________ _____________
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.
of incorporation)
111 West Front Street, Berwick, Pennsylvania 18603
____________________________________________ ________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 752-3671
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 (see General
Instruction A.2. below):
[ ] 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))
CURRENT REPORT ON FORM 8-K
Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective November 1, 2007, Pocono Community Bank, a
Pennsylvania chartered bank ("Pocono"), merged with and into
First Keystone National Bank (the "Bank"), the wholly owned
subsidiary of First Keystone Corporation (the "Corporation").
The merger was consummated pursuant to an Agreement and Plan of
Merger dated May 10, 2007, by and among the Corporation, the Bank
and Pocono. The preceding is qualified in its entirety by
reference to the merger agreement and a press release, which are
attached as Exhibits 2.1 and Exhibit 99.1 to this Current Report
on Form 8-K and are incorporated herein by reference.
The Corporation's Registration Statement on Form S-4
(Registration No. 333-145658), sets forth certain information
regarding the merger, including certain information with respect
to assets involved in the merger, the nature of any material
relationships between Pocono and the Corporation or any officer
or director of the Corporation, the nature of Pocono's business
and the intended structure and operation of the combined
Corporation created by the merger.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Effective November 1, 2007, W. Peter Ahnert and John G.
Gerlach were appointed to the Board of Directors of First
Keystone Corporation (the "Corporation") and the Board of
Directors of Corporation's wholly owned subsidiary, First
Keystone National Bank (the "Bank").
Mr. Gerlach was appointed as a Class A director to serve
until the 2009 annual meeting of shareholders. Mr. Gerlach will
serve on the Loan Administration, Marketing, and Building
committees of the board of directors of the Bank.
Mr. Ahnert was appointed as a Class B director to serve
until the 2008 annual meeting of shareholders. Mr. Ahnert will
serve on the Loan Administration, Marketing, and Building
committees of the board of directors of the Bank.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Financial Statements required to be filed by this item shall
be filed no later than 60 days after the date that this
reports is required to be filed.
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(b) Pro Forma Financial Information
Financial Statements required to be filed by this item shall
be filed no later than 60 days after the date that this
reports is required to be filed.
(c) Shell Company Transactions - NA
(d) Exhibits
Exhibit Number Description
______________ ___________
2.1 Agreement and Plan of Merger, dated as of May
10, 2007, by and among First Keystone
Corporation, First Keystone National Bank and
Pocono Community Bank (incorporated by
reference to Annex A to the proxy statement/
prospectus on the Corporation's Registration
Statement No. 333-145658 on Form S-4,
originally filed on August 23, 2007).
99.1 Press release dated November 1, 2007.
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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.
FIRST KEYSTONE CORPORATION
(Registrant)
By: /s/ J. Gerald Bazewicz
J. Gerald Bazewicz
President and Chief Executive Officer
Dated: November 1, 2007
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Exhibit Number Description
______________ ___________
2.1 Agreement and Plan of Merger, dated as of May
10, 2007, by and among First Keystone
Corporation, First Keystone National Bank and
Pocono Community Bank (incorporated by
reference to Annex A to the proxy statement/
prospectus on the Corporation's Registration
Statement No. 333-145658 on Form S-4,
originally filed on August 23, 2007).
99.1 Press release dated November 1, 2007.
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