0001098151-18-000035.txt : 20181018 0001098151-18-000035.hdr.sgml : 20181018 20181018170752 ACCESSION NUMBER: 0001098151-18-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181018 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181018 DATE AS OF CHANGE: 20181018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY D & D BANCORP INC CENTRAL INDEX KEY: 0001098151 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 233017653 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38229 FILM NUMBER: 181128855 BUSINESS ADDRESS: STREET 1: BLAKELY & DRINKER STREETS CITY: DUNMORE STATE: PA ZIP: 18512 BUSINESS PHONE: 5703428281 MAIL ADDRESS: STREET 1: BLAKELY & DRINKER STREETS CITY: DUNMORE STATE: PA ZIP: 18512 8-K 1 fdbc-20181018x8k.htm 8-K Chairman

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):  October 16, 2018



FIDELITY D & D BANCORP, INC.

(Exact name of Registrant as specified in its charter)





 

 

 

 

Pennsylvania

 

001-38229

 

23-3017653

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)





 

Blakely and Drinker Streets, Dunmore, PA

18512

(Address of principal executive offices)

(Zip Code)



__(570) 342-8281__ 

(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. 



 

CURRENT REPORT ON FORM 8-K



ITEM 8.01Other Events



On October 18, 2018, Fidelity D & D Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, The Fidelity Deposit and Discount Bank (the “Bank”) issued a press release announcing that Brian J. Cali, Esquire has been named Chairman of the Board of Directors of both the Company and Bank effective immediately. Mr. Cali succeeds Patrick J. Dempsey who will continue as a director of the Company and the Bank. Mr. Dempsey was also designated by the Boards as Chairman Emeritus. A copy of the related press release is attached hereto as Exhibit 99.1.



ITEM 9.01Financial Statements and Exhibits



(d) Exhibits.





 

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 18, 2018



 

 







 

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.







 



FIDELITY D & D BANCORP, INC.



(Registrant)



 



 

Dated:  October 18, 2018

/s/ Salvatore R. DeFrancesco, Jr.



Salvatore R. DeFrancesco, Jr.



Treasurer & Chief Financial Officer



 







EX-99.1 2 fdbc-20181018xex99_1.htm EX-99.1 Chairman Ex 991

Exhibit 99.1

FIDELITY D & D BANCORP, INC.

FOR IMMEDIATE RELEASE



Date:October 18, 2018



Contacts:



Daniel J. Santaniello

Salvatore R. DeFrancesco, Jr.

President and Chief Executive Officer

Treasurer and Chief Financial Officer

570-504-8035

570-504-8000





FIDELITY D & D BANCORP, INC.

ANNOUNCES BRIAN J. CALI NAMED CHAIRMAN OF THE BOARD



Dunmore, PA – Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (the “Company”) and its banking subsidiary Fidelity Deposit and Discount Bank (the “Bank”), announced that Brian J. Cali, Esquire has been named Chairman of the Board of both the Company and the Bank effective immediately. Mr. Cali succeeds Patrick J. Dempsey who will continue as a director of the Company and the Bank. Mr. Dempsey was also designated by the Boards as Chairman Emeritus.



Mr. Dempsey stated, “Given Fidelity’s outstanding operational and financial performance, the strong increase in the stock price over the past year since becoming listed on The Nasdaq Global Market, and our continued commitment to strategic planning, I concluded it was an appropriate time to retire as Chairman of the Boards, and the Boards decided it was a perfect point to transition board leadership to Brian. Over Brian’s 17 years of serving on the Boards, he has earned the confidence and respect of the Boards as a visionary director for the Company and a sound decision maker. We look forward to continued prosperity and performance under his stewardship.”



“On behalf of the Board of Directors, I want to thank Pat for his many years of committed service as Chairman of the Board,” said Mr. Cali. “During his tenure, he has successfully guided Fidelity through many challenging times and leadership transitions and became a key mentor to President and Chief Executive Officer, Daniel J. Santaniello. His dedication and devotion has well positioned us for future success.” Mr. Cali continued, “I look forward to this challenging role as Fidelity continues execution of its strategic plan to be the best bank.”



“During my tenure as President and CEO, Mr. Dempsey has played an invaluable role in the success of the Company.  I am very pleased that he will continue to maintain a role as a board member and Chairman Emeritus” stated Mr. Santaniello “I have known Brian for years and look forward to working with him in his new role as Chairman. As Fidelity moves forward, we are fortunate to have an experienced and talented Board of Directors guiding us along the way.”





About Fidelity D & D Bancorp, Inc.:



Fidelity D & D Bancorp, Inc. has built a strong history as trusted financial advisors to the customers served by The Fidelity Deposit and Discount Bank, and is proud to be an active member of the community of Northeastern Pennsylvania. The Company serves Lackawanna and Luzerne Counties through The Fidelity Deposit and Discount Bank’s 10 community banking office locations providing personal and business banking products and services, including wealth management assistance through fiduciary activities with the Bank’s full trust powers; as well as offering a full array of asset management services. The Bank provides 24 hour, 7 day a week service to customers through branch offices, online at www.bankatfidelity.com, and through the Customer Care Center at 800-388-4380. The Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.



 

Forward-looking statements



Certain of the matters discussed in this press release constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.  The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.



The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:



·

the effects of economic conditions on current customers, specifically the effect of the economy on loan customers’ ability to repay loans;

·

the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

·

the impact of new or changes in existing laws and regulations, including the Tax Cuts and Jobs Act and Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations promulgated there under;

·

impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules;

·

governmental monetary and fiscal policies, as well as legislative and regulatory changes;

·

effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions;

·

the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters;

·

the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks;

·

the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

·

technological changes;

·

the interruption or breach in security of our information systems and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses;

·

acquisitions and integration of acquired businesses;

·

the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities;

·

volatilities in the securities markets;

·

acts of war or terrorism;

·

disruption of credit and equity markets; and

·

the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.



The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this release.  The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.



For more information please visit our investor relations web site located through www.bankatfidelity.com.