FIDELITY D & D BANCORP INC — Share Issue/Capital Change 2017

Aug 16, 2017

8-K 1 fdbc-20170816x8k.htm 8-K HTML document created with Certent Disclosure Management 6.8.4.2 Created on: 8/16/2017 4:05:14 PM Form 8-K Stock Split

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event report ed): August 15 , 2017

FIDELITY D & D BANCORP, INC.

(Exact name of R egistrant as specified in its charter)

 — Pennsylvania	333-90273	23- 3017653
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Blakely and Drinker Streets, Dunmore, PA	18512
(Address of principal executive offices)	(Zip Code)

__ (570) 342-8281 __

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the R egistrant 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CURRENT REPORT ON FORM 8-K

ITEM 8 .01 Other Events .

O n August 15 , 201 7 , the Registrant’s Board of Directors declared a three-for-two stock split effected in the form of a 50% stock dividend on its common stock outstanding to shareholders of record as of September 18, 2017 and payable on September 28, 2017. Cash will be paid in lieu of fractional shares based on the closing price of common stock on the record date .

For further details, reference is made to the Press Release dated August 16, 2017, which is furnished as Exhibit 99.1 hereto and incorporated herein by this reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit N o.	Description
99.1.	Press Release dated as of August 16, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the R egistrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.


	FIDELITY D & D BANCORP , INC.
	(Registrant)


Dated : August 1 6 , 201 7	/s/ Salvatore R. DeFrancesco, Jr.
	Salvatore R. DeFrancesco, Jr.
	Treasurer & Chief Financial Officer


Exhibit Index


Exhibit No.	Description
99.1	Press Release dated as of August 16 , 201 7 .