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): December 17, 2019
ACNB Corporation
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-35015 | 23-2233457 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 16 Lincoln Square, Gettysburg, PA | 17325 | ||
| (Address of principal executive offices) | (Zip Code) |
| 717.334.3161 | ||
| (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):
x 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 |
| Common Stock, $2.50 par value per share | ACNB | The NASDAQ Stock Market, LLC |
CURRENT REPORT ON FORM 8-K
| ITEM 8.01 | Other Events |
On December 17, 2019, ACNB Corporation (“ACNB”) announced that ACNB and its wholly-owned subsidiary, ACNB Bank, have received all required regulatory approvals or waivers for the proposed acquisition of Frederick County Bancorp, Inc. (“FCBI”) and FCBI’s wholly-owned subsidiary, Frederick County Bank. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | ||
| 99.1 | Press release dated December 17, 2019. |
EXHIBIT INDEX
EXHIBIT NO.
| 99.1 | Press release dated December 17, 2019. |
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.
| ACNB CORPORATION | ||
| (Registrant) | ||
| Dated: December 17, 2019 | /s/ Lynda L. Glass | |
| Lynda L. Glass | ||
| Executive Vice President/ | ||
| Secretary & Chief Governance Officer | ||
