SEC Division of Corporation Finance no-action letter: Peoples Financial Services Corp.

BYBEL RUTLEDGE LLP
Attorneys at Law
Securities Exchange Act of 1934 - Sections 12(g), 13(a) and 15(d) Exchange Act Rule 12h-3 Office of the Chief Counsel 100 F Street, NE Washington, DC 20549 VIA ONLINE SUBMISSION (htts:llwww.sec.gov/forms/corp_fin_noaction) RE: Peoples Financial Services Corp. - (Commission File No. 0-23863) Ladies and Gentlemen:
On behalf of Peoples Financial Services Corp., Hallstead, Pennsylvania, a Pennsylvania registered bank holding company (the "Company"), we hereby request that the Staff of the U.S. Securities and Exchange Commission (the "Staff') confirm that it concurs with the Company's view that the updating of the Company's registration statement on Form S-3 pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act") during the Company's 2012 fiscal year would not preclude the Company from relying on Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend its duty to file with the Commission the reports required under Sections 13(a) and 15(d) of the Exchange Act and the rules promulgated thereunder. Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to file a Form 15 pursuant Rule 12h-3(b)(1)(i) to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Except as otherwise set forth herein, the information set forth in this letter regarding the Company was provided to us by the Company. The Company has authorized us to make the statements set forth in this letter on its behalf. The Company will continue to file with the Commission all required reports pursuant to Exchange Act Sections 13(a), 14 and 16 until at least October 11,2012 which is 90 days after July 13,2012, the date the Company filed with the Commission a Form 15 to terminate the registration of the Common Stock, as defined below, under Section 12(g) of the Exchange Act. Bybel Rutledge LLP 1017 Mumma Road, Suite 302 Lemoyne, PA 17043 717-731-1700 P'"'''' 717-731-8205 'w bybelrutledge.com w,b