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) APRIL 22, 2006 Farmers & Merchants Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio 000-14492 34-1469491 - --------------------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 307-11 N. Defiance, Archbold, Ohio 43502 - ------------------------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (419) 446-2501 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 communication pursuant to Rule 13e-4(C) under the exchange Act (17-CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS On April 22, 2006, the shareholders of Farmers & Merchants Bancorp, Inc. (the "Company") approved an amendment to the Articles of Incorporation increasing the number of authorized shares of from 1,500,000 to 6,500,000 shares of no par value common stock. In addition, the shareholders approved an amendment to the Company's Articles of Incorporation permitting future amendments of the Articles of Incorporation to be effected upon the approval of two-thirds of the shares voting for such amendment, provided such vote constitute at least a simple majority of the voting power of the Company. The board of directors has approved a stock split, to be effected in the form of a stock dividend, pursuant to which the outstanding common shares of the Company will be split on the basis of four-for-one. The split transaction will be accomplished through the issuance of a stock dividend, payable to shareholders of record on May 5, 2006 with an effective date of May 12, 2006, in the amount of three shares for each one share held by the record holder. Issuance of the new certificates for shares will be issued as promptly as practicable following the effective date of May 12, 2006. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following exhibit is filed with or incorporated by reference into the Current Report on 8-K: Number Exhibit 3 Certificate of Amendment to the Articles of Incorporation SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto authorized. Dated: April 26, 2006 /s/ Paul S. Siebenmorgen ------------------------ Paul S. Siebenmorgen President & Chief Executive Officer /s/ Barbara J. Britenriker --------------------------------- Barbara J. Britenriker Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)
EXHIBIT INDEX Exhibit Number Description of Exhibit 3 Certificate of Amendment to the Articles of Incorporation
FARMERS & MERCHANTS SEC FORM 8-K. EXHIBIT 3 AMENDMENT TO THE ARTICLES OF INCORPORATION OF FARMERS & MERCHANTS BANCORP, INC. FOURTH. The number of shares which the Corporation is authorized to have outstanding is 6,500,000 shares all of which shall be common shares, without par value (the "Shares."). The holders of the Shares are entitled at all times, except in the election of directors where the Shares may be voted cumulatively, to one (1) vote for each Share and to such dividends as the Board of Directors (herein called the "Board") may in its discretion periodically declare. In the event of any liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation after the payment of all debts and necessary expenses shall be distributed among the holders of the Shares pro rata in accordance with their respective Share holdings. NINTH. Except as otherwise required by these Articles and notwithstanding any provision of law requiring any greater affirmative vote, any amendments to these Articles may be made, by the affirmative vote of the holders of 66 2/3% of the total number of shares voted with respect to such proposed amendment, including for the purposes of this Article NINTH shares voted for, against or abstain, but excluding any shares not voted, provided however, that the total number of shares voted in favor of the amendment represent at least a simple majority of the total voting power of the Corporation. In addition to the foregoing voting requirements, any amendment of these Articles that is inconsistent with, or would have the effect of altering or repealing the provisions of Article SIXTH of the Corporation's Articles of Incorporation shall require the affirmative vote of the holders of Shares that would be required to approve a transaction under the provisions of Article SIXTH.