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): August 18, 2017
Farmers & Merchants Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 001-38084 | 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
(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:
| ☐ | 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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 18, 2017, the Board of Directors of Farmers & Merchants Bancorp, Inc. approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation (the “Articles”) pursuant to paragraph (B)(9) of Section 1701.70 of the Ohio Revised Code to increase the number of shares of stock that the Company is authorized to issue from 10,000,000 shares of common stock, no par value, to 20,000,000 shares of common stock, no par value. The Amendment was adopted by the Board in order to effect a two-for-one split of each issued and unissued authorized share of the Company’s common stock (the “Stock Split”).
The Board of Directors determined that one share of common stock will be issued to shareholders of record as of the close of business on September 5, 2017 (the “Record Date”) for each share held thereby on the Record Date, which shares shall be paid on September 20, 2017.
A Certificate of Amendment to the Company’s Articles was filed with the Ohio Secretary of State on August 25, 2017 to effect the Amendment. The text of the Amendment is attached hereto as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following are exhibits are furnished herewith:
| Exhibit Number |
Exhibit Description | |
| 3.1 | The text of the Amendment to the Company’s Articles of Incorporation | |
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: August 25, 2017 | /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 3.1
ATTACHMENT TO CERTIFICATE OF AMENDMENT TO THE
AMENDED ARTICLES OF INCORPORATION OF
FARMERS & MERCHANTS BANCORP, INC.
WHEREAS, at a meeting duly convened and held on August 18, 2017, and in accordance with paragraph (B)(9) of Section 1701.70 of the Ohio Revised Code and the Corporation’s Articles of Incorporation, the Board of Directors of Farmers & Merchants Bancorp, Inc., an Ohio corporation, unanimously adopted the following resolution:
RESOLVED, that the following Article Fourth of the Company’s Amended Articles of Incorporation be, and hereby is, amended to read in its entirety as follows:
“FOURTH: The number of shares which the Corporation is authorized to have outstanding is 20,000,000 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.”