8-K

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 17, 2021

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))

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, no par value	FDBC	The NASDAQ Stock Market, LLC

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

As previously announced, on February 25, 2021, Fidelity D & D Bancorp, Inc. (“Fidelity”) and its wholly-owned subsidiaries, The Fidelity Deposit and Discount Bank (“Fidelity Bank”) and NEPA Acquisition Subsidiary, LLC (“Acquisition Subsidiary”), and Landmark Bancorp, Inc. (“Landmark”) and its wholly-owned subsidiary, Landmark Community Bank (“Landmark Bank”), entered into an Agreement and Plan of Reorganization (the “Agreement”) which provides that, subject to the terms and conditions set forth in the Agreement, Landmark will merge with and into Acquisition Subsidiary with Acquisition Subsidiary surviving the merger. In addition, as soon as practicable after the merger of Landmark with and into Acquisition Subsidiary, Landmark Bank will merge with and into Fidelity Bank.

On June 17, 2021, Fidelity announced that Landmark’s shareholders voted to approve and adopt the Agreement. In addition, Fidelity announced that it has received all required regulatory approvals or waivers for the proposed acquisitions of Landmark and Landmark Bank. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits

(d) Exhibits.
Exhibit Number	Description
99.1	Press release dated June 17, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

‎

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: June 17, 2021	/s/ Salvatore R. DeFrancesco, Jr._________
	Salvatore R. DeFrancesco, Jr.
	Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

FIDELITY D & D BANCORP, INC. 

FOR IMMEDIATE RELEASE

Date:June 17, 2021

Contacts:

Daniel J. Santaniello President and Chief Executive Officer 570-504-8035 Salvatore R. DeFrancesco, Jr. Treasurer and Chief Financial Officer 570-504-8000

FIDELITY D & D BANCORP, INC. ANNOUNCES RECEIPT OF ALL REQUIRED APPROVALS FOR THE ACQUISITION OF LANDMARK BANCORP, INC.

DUNMORE, PA, June 17, 2021 --- Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the parent bank holding company of The Fidelity Deposit and Discount Bank (“Fidelity Bank”), a Pennsylvania state-chartered, FDIC-insured community bank and trust company headquartered in Dunmore, PA, announced today that the shareholders of Landmark Bancorp, Inc. (“Landmark”) have overwhelmingly approved the previously announced proposed acquisition of Landmark by a subsidiary of Fidelity with over 77% of the issued and outstanding shares of common stock of Landmark voting in favor of the proposed transaction.

In addition, Fidelity announced the receipt of all required regulatory approvals or waivers for Fidelity’s proposed acquisition of Landmark and its wholly-owned subsidiary, Landmark Community Bank. The Federal Deposit Insurance Corporation has approved the Bank Merger Act application to merge Landmark Community Bank with and into The Fidelity Deposit and Discount Bank (the “bank merger”). The Pennsylvania Department of Banking and Securities has approved the merger of Landmark with and into a subsidiary of Fidelity and the bank merger. The Federal Reserve Bank of Philadelphia has granted Fidelity a waiver in regard to its merger application requirements.

The mergers of Landmark with and into a subsidiary of Fidelity and Landmark Community Bank with and into Fidelity Bank are expected to be completed on July 1, 2021, subject to the satisfaction of customary closing conditions.

About Fidelity D & D Bancorp, Inc.

Fidelity D & D Bancorp, Inc. and its wholly owned subsidiary, The Fidelity Deposit and Discount Bank have built a strong history as trusted financial advisors to the clients served by Fidelity Bank, which has built a strong history as a locally owned and operated community bank. Serving the individuals, families, and businesses for over 119 years within the Northeastern and Lehigh Valley of Pennsylvania, there are 20 branch offices along with Fidelity Bank Wealth Management offices in Schuylkill County. A full-service, 24-hour, 7 day a week Customer Care Center serves as a virtual branch, accepting and assisting those clients who prefer to open accounts and transact business via telephone, chat or online. Additionally, Fidelity Bank offers a

full-service Wealth Management Division, a Mortgage Center, and an array of personal and business banking products and services.

Fidelity Bank has been recognized nationally for its sound financial performance, and superior customer experience. It has been identified as one of the Top 200 Community Banks in the country by American Banker for seven years in a row, and Forbes ranked it one of the Best In-State Banks in 2018 and 2019. Fidelity Bank has been the #1 mortgage lender in the Lackawanna County market for over 11 years. Fidelity Bank is passionate about success and committed to building strong relationships through superior service. Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.

Caution Regarding 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 Fidelity 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.

Fidelity’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 particularly with regard to the negative impact of severe, wide-ranging and continuing disruptions caused by the spread of Coronavirus Disease 2019 (COVID-19) and responses thereto on current customers and the operations of Fidelity, specifically the effect of the economy on loan customers’ ability to repay loans;

· acquisitions and integration of acquired businesses;

· 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;

· 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.

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

XML

Document And Entity Information	Jun. 17, 2021
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 17, 2021
Entity Registrant Name	FIDELITY D & D BANCORP, INC.
Entity Incorporation, State or Country Code	PA
Entity File Number	001-38229
Entity Tax Identification Number	23-3017653
Entity Address, Address Line One	Blakely and Drinker Streets
Entity Address, City or Town	Dunmore
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18512
City Area Code	570
Local Phone Number	342-8281
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	FDBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001098151
Amendment Flag	false