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 earliest event reported: October 23, 2012
CORTLAND BANCORP
(Exact name of registrant as specified in its charter)
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| Ohio | | 000-13814 | | 34-1451118 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
194 West Main Street, Cortland, Ohio 44410
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (330) 637-8040
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 Instructions 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)) |
In a press release issued on October 25, 2012, Chairman Timothy K. Woofter announced that the Board of Directors of Cortland Bancorp (the “Company”) has declared a dividend of $0.03 per share. The dividend is payable on or after November 26, 2012 to shareholders of record as of November 5, 2012. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with deciding to declare the dividend, the Company has been considering potential changes to its dividend reinvestment plan. As a result, the Board of Directors has determined to suspend the plan while it considers the changes. If the Board decides to amend the plan and begin operating it again, the Company will mail all necessary documents to shareholders who are eligible to participate. New enrollment forms will be required for any shareholder wishing to participate. We hope that the plan will once again be available for the next dividend paid by the Company, although no assurance can be provided that another dividend will be paid or that the plan will be resumed.
This announcement may contain forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company’s ability to execute its business plans. Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit 99.1 – Press Release dated October 25, 2012.
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.
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| CORTLAND BANCORP |
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| By: | | /s/ James M. Gasior |
| | James M. Gasior, President |
Date: October 25, 2012
