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.
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) |
