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) January 20, 2012
Farmers & Merchants Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 000-14492 | 34-1469491 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 307 North Defiance Street, | 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c)) |
| Item 8.01. | Other Events |
On January 20, 2012, Farmers & Merchants Bancorp, Inc. issued a press release announcing that its Board of Directors has authorized the repurchase of up to 200,000 shares (approximately 4.26%) of its outstanding common stock commencing January 20, 2012, and ending December 31, 2012. A copy of the press release is furnished herewith as Exhibit 99. The Board has authorized the appropriate officers of the Company to effect repurchases either in the open market or in privately negotiated transactions.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are furnished herewith:
| Exhibit |
Exhibit | |
| 99 | Press release, dated January 20, 2012, announcing authorization for Registrant’s 2012 stock repurchase program. | |
Signatures
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.
| FARMERS & MERCHANTS BANCORP, INC. (Registrant) | ||||
| Dated: January 20, 2012 |
/s/ PAUL S. SIEBENMORGEN | |||
| Paul S. Siebenmorgen | ||||
| President & Chief Executive Officer | ||||
| /s/ BARBARA J. BRITENRIKER | ||||
| Barbara J. Britenriker | ||||
| Executive Vice President & Chief Financial Officer | ||||
Exhibit Index
| Exhibit |
Description of Exhibit | |
| 99 | Company Press Release dated January 20, 2012 | |
Exhibit 99
FARMERS & MERCHANTS BANCORP, INC.
NEWS
RELEASE
| FOR IMMEDIATE RELEASE | CONTACT: | |||
| January 20, 2012 | Marty Filogamo Marketing Director (419) 446-2501 |
Farmers & Merchants Bancorp, Inc. Authorizes Stock Repurchase
ARCHBOLD, OHIO, January 20, 2012 - Farmers & Merchants Bancorp, Inc. (OTC Bulletin Board: FMAO) (the “Company”) announced today that its Board of Directors has authorized the repurchase of up to 200,000 shares (approximately 4.26%) of its outstanding shares of common stock commencing January 20, 2012 and ending December 31, 2012.
The stock repurchase plan authorizes the Company to make repurchases from time to time in the open market or in privately negotiated transactions at times and in such amounts as management deems appropriate. The Company’s shares are traded on the OTC Bulletin Board under the symbol FMAO. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. Repurchased common shares will be added to the Company’s treasury shares, and will be used for general corporate purposes. At January 20, 2012, the Company had 4,693,969 shares of common stock outstanding.
In adopting the repurchase plan, the Board of Directors expressed confidence in the Company’s performance, noted that the Company has sufficient capital available to internally fund such repurchases and stated its belief that such repurchases can enhance shareholder value.
ABOUT FARMERS & MERCHANTS BANCORP, INC.
With assets of approximately $905 million as of December 31, 2012, Farmers & Merchants Bancorp, Inc. is a bank holding company, whose banking subsidiary The Farmers & Merchants State Bank provides commercial banking, retail banking and other financial services through its 19 offices with locations in Defiance, Fulton, Henry, Williams, & Wood counties of Northwest Ohio. In Northeast Indiana they have offices located in DeKalb and Steuben counties.
SAFE HARBOR STATEMENT
Farmers & Merchants Bancorp, Inc. (the Company) wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995. Statements by the Company, including management’s expectations and comments, may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21B of the Securities Act of 1934, as amended. Actual results could vary materially depending on risks and uncertainties inherent in general and local banking conditions, competitive factors specific to markets in which the Company and its subsidiaries operate, future interest rate levels, legislative and regulatory decisions or capital market conditions. The Company assumes no responsibility to update this information. For more details, please refer to the Company’s SEC filings, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q.