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 reported):  April 21, 2020



FIDELITY D & D BANCORP, INC.

(Exact name of Registrant as specified in its charter)









__(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 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))



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





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.  ☐



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CURRENT REPORT ON FORM 8-K



ITEM 5.07Submission of Matters to a Vote of Security Holders



A  Special Meeting of Shareholders of Fidelity D & D Bancorp, Inc. (the “Company”) was held on April 21, 2020. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in detail in the joint proxy statement/prospectus dated as of March 5,  2020. The final results of the shareholder votes are as follows:



Proposal 1 – Approval of the Reorganization Agreement



The shareholders voted to approve and adopt the Agreement and Plan of Reorganization, dated as of December 9, 2019, by and among the Company, The Fidelity Deposit and Discount Bank, MNB Corporation (“MNB”) and Merchants Bank of Bangor (the “Reorganization Agreement”) which provides, among other things, for the merger of MNB with and into Fidelity, the conversion of each share of MNB common stock immediately outstanding prior to the merger into 1.039 shares of Fidelity common stock, and the issuance of shares of Company common stock to MNB shareholders in connection with the merger and the transactions in connection therewith, as follows:





Proposal 2 - Approval of Adjournment or Postponement of Special Meeting



The shareholders approved a proposal to adjourn or postpone the special meeting of shareholders, if more time is needed, to allow the Company to solicit additional votes in favor of the Reorganization Agreement:





ITEM 8.01Other Events



On April 21, 2020, at a Special Meeting of Shareholders of MNB, the shareholders of MNB approved and adopted the Reorganization Agreement and the transactions in connection therewith. The merger is expected to be completed on May 1, 2020. A press release announcing the approval and adoption of the Reorganization Agreement and the transactions in connection therewith, by the shareholders of the Company and MNB, respectively, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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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.















































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FIDELITY D & D BANCORP, INC. 

FOR IMMEDIATE RELEASE



Date:April 23, 2020



Contacts:



FIDELITY D & D Bancorp, Inc. ANNOUNCES SHAREHOLDER APPROVAL

OF THE ACQUISITION OF MNB Corporation



DUNMORE, PA, April 23, 2020 --- Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the parent bank holding company of The Fidelity Deposit and Discount Bank (“Fidelity Bank”), a Pennsylvania state-chartered, FDIC-insured community bank and trust company headquartered in Dunmore, PA, announced today that shareholders of Fidelity and MNB Corporation have approved the previously announced proposed acquisition of MNB Corporation by Fidelity.  As previously disclosed, all requisite regulatory approvals have been received by the parties. The mergers of MNB Corporation with and into Fidelity and Merchants Bank of Bangor with and into Fidelity Bank are expected to be completed on May 1,  2020, subject to the satisfaction of customary closing conditions.



About Fidelity D & D Bancorp, Inc.



Fidelity D & D Bancorp, Inc. has built a strong history as trusted financial advisors to the clients served by The Fidelity Deposit and Discount Bank, founded in 1902, and is proud to be an active member of the community of Northeastern Pennsylvania.  Fidelity Bank has been recognized nationally for its sound financial performance, and superior customer experience. It has been identified as one of the Top 200 Community Banks in the country by American Bankers Association for four years in a row, and Forbes ranked it one of the Best In-State Banks for the past two years.  The company has been the #1 mortgage lender in the Lackawanna County market for over 8 years.  Fidelity Bank is passionate about success and committed to building strong relationships through superior service. 

Part of the Bank’s mission is to be a good corporate partner within its market areas by providing over 1,600 hours of volunteer time to non-profit organizations yearly. Fidelity serves multiple office locations throughout Lackawanna and Luzerne Counties providing personal and business banking products and services, including wealth management planning through fiduciary activities with the Fidelity Bank’s full trust powers; as well as offering a full array of asset management services.  Fidelity Bank operates a Wealth Management office in Schuylkill and Lebanon Counties as well.   The Bank  provides 24 hour, 7 day a week service to clients through branch offices, online at www.bankatfidelity.com, and through the Customer Care Center at 800-388-4380.  Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.



Caution Regarding Forward-Looking Statements



Certain of the matters discussed in this press release constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Fidelity to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  The

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words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.



Fidelity’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:





Fidelity cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this release.  Fidelity has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.





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