UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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
EXPLANATORY NOTE
This Form 8-K/A is being filed to amend Item 9.01 on Form 8-
K filed by First Keystone Corporation (the "Corporation") on
November 1, 2007. This amendment provides the audited historical
financial statements of the business acquired as required by Item
9.01(a) of Form 8-K, which financial statements and information
were not included in the Form 8-K filed on November 1, 2007.
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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Pocono Community Bank as
of December 31, 2006 and 2005 and for each of the three
years in the period ended December 31, 2006 are attached
hereto as Exhibit 99.2 and are incorporated herein in their
entirety by reference.
The unaudited interim financial statements of Pocono
Community Bank as of and for the nine months ended September
30, 2007 are attached hereto as Exhibit 99.3 and are
incorporated herein in their entirety by reference.
(b) Pro Forma Financial Information
Pro Forma Financial Information as of and for the year ended
December 31, 2006 and for the nine months ended September
31, 2007 are attached hereto as Exhibit 99.4 and is
incorporated in its entirety by reference.
2
(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).
23.1 Consent of Parente Randolph, LLC, Independent
Auditors.
99.1 Press release dated November 1, 2007.*
99.2 Audited financial statements of Pocono
Community Bank as of December 31, 2006 and
2005 for each of the three years in the
period ended December 31, 2006 and
Independent Auditors' Report thereon
(incorporated by reference to financial
statements of Pocono Community Bank in the
proxy statement/prospectus on the
Corporation's Registration Statement No. 333-145658
on Form S-4, originally filed on
August 23, 2007).
99.3 Unaudited financial statements of Pocono
Community Bank as of and for the nine months
ended September 30, 2007.
99.4 Pro forma financial information as of and for
the year ended December 31, 2006 and for the
nine months ended September 30, 2007.
*Previously filed as Exhibit 99.1 to First Keystone Corporation's
Current Report on Form 8-K filed on November 1, 2007.
3
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: January 11, 2008
4
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).
23.1 Consent of Parente Randolph, LLC, Independent
Auditors.
99.1 Press release dated November 1, 2007.*
99.2 Audited financial statements of Pocono
Community Bank as of December 31, 2006 and
2005 for each of the three years in the
period ended December 31, 2006 and
Independent Auditors' Report thereon
(incorporated by reference to financial
statements of Pocono Community Bank in the
proxy statement/prospectus on the
Corporation's Registration Statement No.
333-145658 on Form S-4, originally filed on
August 23, 2007).
99.3 Unaudited financial statements of Pocono
Community Bank as of and for the nine months
ended September 30, 2007.
99.4 Pro forma financial information as of and for
the year ended December 31, 2006 and for the
nine months ended September 30, 2007.
*Previously filed as Exhibit 99.1 to First Keystone Corporation's
Current Report on Form 8-K filed on November 1, 2007.
5