Form 8-K ENB Financial Corp For: Jun 03

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 event reported): June 3, 2019

 

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

 

Pennsylvania		000-53297		51-0661129
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

31 E. Main St., Ephrata, PA			17522-0457
(Address of principal executive offices)			(Zip Code)

   (717) 733-4181   

(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))

 

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. ¨

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

 

CURRENT REPORT ON FORM 8-K

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

In order to effect the previously announced two-for-one stock split payable June 28, 2019 to common stock shareholders of record as of the close of business on May 31, 2019, on June 3, 2019, ENB Financial Corp (the “Corporation”) filed Articles of Amendment with the Pennsylvania Department of State. The Articles of Amendment reduce the par value of the common stock from $0.20 to $0.10 and increase the authorized shares of common stock proportionately from 12,000,000 to 24,000,000. In addition, the Articles of Amendment add a new article in order to clarify and ensure that any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors. In accordance with the Pennsylvania Business Corporation Law and the Corporation’s Articles of Incorporation, both amendments were adopted by the Board of Directors. Shareholder action was not required. The amendments become effective at 5:00 PM on June 28, 2019.

 

The foregoing descriptions of the amendments to the Articles of Incorporation do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended and Restated Articles of Incorporation which are attached as Exhibit 3.1 and are incorporated in this Item 5.03 by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits.

 

	Exhibit Number	Description
	3.1	Amended and Restated Articles of Incorporation.

 

 

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.

 

 

	ENB FINANCIAL CORP
	(Registrant)
Dated: June 7, 2019	/s/ Scott E. Lied
	Scott E. Lied
	Treasurer
	(Principal Financial Officer)

 

 

 

 

 

 

 

 

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

ENB FINANCIAL CORP

 

 

In compliance with the requirements of 15 Pa.C.S. Section 1306 (relating to Articles of Incorporation), the undersigned, desiring to be incorporated as a business corporation, hereby states that:

 

1.       The name of the Corporation is ENB Financial Corp.

 

2.        The address of this Corporation’s initial registered office in this Commonwealth is 31 East Main Street, Ephrata, Pennsylvania 17522, and the county of venue is Lancaster.

 

3.       The Corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. ss.1101 et seq.), as the same may be amended.

 

4.       The purpose or purposes of the Corporation are to have unlimited power to engage in and to do any lawful act concerning any or all business for which corporations may be incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, as the same may be amended.

 

5.       The aggregate number of shares that the Corporation shall have authority to issue is 24,000,000 shares of Common Stock having a par value of $0.10 per share.

 

6.       [Reserved]

 

7.       The holders of Common Stock shall have one vote per share and shall not be entitled to cumulate their votes in the election of directors.

 

8.       The corporate existence of this Corporation shall continue until terminated in accordance with the Pennsylvania Business Corporation Law of 1988 (15 Pa.C.S. ss.1101 et seq.), as the same may be amended.

 

9.       No merger, consolidation, liquidation, or dissolution of the Corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of shareholders owning at least two-thirds (2/3) of the outstanding shares of Common Stock of the Corporation.

 

 

10.       Except for such rights that are otherwise provided by law and Section 2521 of the Pennsylvania Business Corporation Law of 1988, as it may be amended, the board of directors of the Corporation or three or more shareholders owning, in the aggregate, not less than twenty-five percent (25%) of the votes that all shareholders are entitled to cast at a particular meeting shall be entitled to call special meetings of the shareholders.

 

11.       No holder of shares of any class of shares or of any series of any class of shares shall have any preemptive right to subscribe for, purchase or receive any shares of the Corporation, whether now or hereafter authorized, or any obligations or other securities convertible into or carrying options or warrants to purchase any such shares of the Corporation, or any options or rights to purchase any such shares or securities, issued or sold by the Corporation for cash or any other form of consideration, and any such shares, securities, options, warrants or rights may be issued or disposed of by the Board of Directors to such persons and on such terms as the Board of Directors, in its discretion, shall deem advisable.

 

12.       Article 9 shall not be amended unless first approved by the affirmative vote of shareholders owning at least two-thirds (2/3) of the outstanding shares of Common Stock of the Corporation.

 

13.       Except as otherwise provided by Article 12, these Articles of Incorporation may be changed or amended at any time by shareholders owning a majority of the outstanding Common Stock of the Corporation in any manner not inconsistent with the Pennsylvania Business Corporation Law of 1988, as amended.

 

14.       This Corporation specifically opts out and shall not be governed by Subchapter G, Control-Share Acquisitions, and Subchapter H, Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Business Corporation Law of 1988, as it may be amended.

 

15.       Any or all classes and series of shares, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate is surrendered to the Corporation.

 

 

 

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