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): September 23, 2016
EDGEWATER BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-55129 | 46-3687434 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 321 Main Street, St. Joseph, Michigan | 49085 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (269) 982-4175 |
Not Applicable
(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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On September 19, 2016, Edgewater Bancorp, Inc. (the “Company”) amended its Articles of Incorporation to reduce its number of authorized shares of common stock to 4,000,000 shares from 50,000,000 shares, and to reduce its number of authorized shares of preferred stock to 1,000,000 shares from 5,000,000 shares. The amendments are expected to reduce the Company’s annual state franchise taxes.
A copy of the Articles of Amendment to the Articles of Incorporation is included as Exhibit 3 to this report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Shell Company Transactions. None. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |||
| 3 | Articles of Amendment | |||
| 2 |
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 duly authorized.
| EDGEWATER BANCORP, INC. | ||
| DATE: September 26, 2016 | By: | /s/ Richard E. Dyer |
| Richard E. Dyer | ||
| President and Chief Executive Officer |
| 3 |