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):  April 1, 2020

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

Explanatory Note

Fidelity D & D Bancorp, Inc. (“Fidelity”) is filing this Current Report on Form 8-K for the purpose of incorporating by reference the information set forth herein, including the exhibits hereto, into (a) Fidelity’s Registration Statement on Form S-4 (File No. 333-236453), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2020, and amended on March 3, 2020 (as amended, the “Registration Statement”), and (b) the joint proxy statement/prospectus contained in the Registration Statement. The Registration Statement was declared effective on March 5, 2020 and the joint proxy statement/prospectus contained therein constitutes a prospectus of Fidelity under the Securities Act of 1933, as amended (the “Securities Act”), and a proxy statement of Fidelity and MNB Corporation (“MNB”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ITEM 8.01 Other Events.

On April 1, 2020, Fidelity and MNB issued press releases announcing that, due to the emerging public health impact of the coronavirus (COVID-19) pandemic, the locations of Fidelity’s special meeting of shareholders and MNB’s special meeting of shareholders each to be held on April 21, 2020 have been changed and each will be held in a virtual meeting format only. The purpose of the special meetings is to consider and vote upon certain proposals relating to the previously announced Agreement and Plan of Reorganization, dated as of December 9, 2019, by and among Fidelity, The Fidelity Deposit and Discount Bank, MNB and Merchants Bank of Bangor which provides, among other things, for the merger of MNB with and into Fidelity. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. The press releases contain forward looking statements that should be read together with the important factors referred to or incorporated by reference in the “Caution Regarding Forward-Looking Statements” therein.

Further information regarding MNB’s change in location of special meeting can be found in the Notice of Change of Location of Special Meeting, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Fidelity Press Release dated April 1, 2020
99.2	MNB Press Release dated April 1, 2020
99.3	MNB Notice of Change of Location of Special Meeting dated April 1, 2020

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: April 1, 2020	/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:  April 1, 2020

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 CHANGE OF LOCATION

OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 2020

DUNMORE, PA, April 1, 2020 – Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the parent bank holding company of The Fidelity Deposit and Discount Bank (“Fidelity Bank”) announced today that due to the emerging public health impact of the coronavirus (COVID-19) pandemic, the location of Fidelity’s special meeting of shareholders has been changed and will be held in a virtual meeting format only. As previously announced, the special meeting will be held on Tuesday, April 21, 2020 at 2:00 p.m., local time. The purpose of the special meeting is to consider and vote upon certain proposals relating to the previously announced Agreement and Plan of Reorganization, dated as of December 9, 2019, by and among Fidelity, Fidelity Bank, MNB Corporation (“MNB”) and Merchants Bank of Bangor which provides, among other things, for the merger of MNB with and into Fidelity.

To be admitted to the special meeting at www.virtualshareholdermeeting.com/FDBC2020S, shareholders must enter the control number found on their proxy card or voting instruction form previously received. Further information regarding this change to the location of the special meeting can be found in the updated notice of meeting filed by Fidelity with the Securities and Exchange Commission on April 1, 2020.

Caution Regarding Forward-Looking Statements

The information presented herein contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between Fidelity and MNB, (ii) Fidelity’s and MNB’s plans, obligations, expectations and intentions, and (iii) other statements presented herein that are not historical facts. Words such as “anticipates”, “believes”, “intends”, “should”, “expects”, “will” and variations of similar expressions are intended to identify forward-looking statements. These statements are based on the beliefs of the respective managements of Fidelity and MNB as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and shareholder approvals and meet other closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and, the other factors detailed in Fidelity’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2019. Fidelity and MNB assume no obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date hereof.

No Offer or Solicitation

The information presented herein does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of the Company and MNB Corporation (“MNB”), the Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration Statement No. 333-236453) with respect to the offering of the Company’s common stock as the merger consideration under the Securities Act of 1933, as amended, which includes a proxy statement of MNB and Fidelity and a prospectus of Fidelity. The joint proxy statement/prospectus was mailed to the shareholders of MNB and Fidelity on or about March 12, 2020 seeking the required shareholder approvals. Before making any voting or investment decision, investors and security holders are urged to read the registration statement and joint proxy statement/prospectus and other relevant documents because they will contain important information about Fidelity, MNB, and the merger.

Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Investors and security holders may also obtain free copies of these documents by directing a request by telephone or mail to Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, PA 18512; 570-342-8281, or by directing a request by telephone or mail to MNB Corporation, 1250 Braden Boulevard, Suite 300, Easton, PA 18040; 610-588-0981.

Fidelity, MNB and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MNB and Fidelity in connection with the merger. Information about the directors and executive officers of MNB and Fidelity and their ownership of MNB and Fidelity common stock may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above.

EX-99.2

Exhibit 99.2

MNB CORPORATION

FOR IMMEDIATE RELEASE

Date:  April 1, 2020

Contacts:

Rocco A. Del Vecchio	V. Daniel Smoker
President and Chief Executive Officer	Treasurer and Chief Financial Officer
484-548-6080	484-548-6085

MNB CORPORATION ANNOUNCES CHANGE OF LOCATION

OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 2020

EASTON, PA, April 1, 2020 – MNB Corporation (“MNB”), the parent bank holding company of Merchants Bank of Bangor (“Merchants Bank”) announced today that due to the emerging public health impact of the coronavirus (COVID-19) pandemic, the location of MNB’s special meeting of shareholders has been changed and will be held in a virtual meeting format only. As previously announced, the special meeting will be held on Tuesday, April 21, 2020 at 10:00 a.m., local time. The purpose of the special meeting is to consider and vote upon certain proposals relating to the previously announced Agreement and Plan of Reorganization, dated as of December 9, 2019, by and among MNB, Merchants Bank, Fidelity D & D Bancorp, Inc. (“Fidelity”), and The Fidelity Deposit and Discount Bank which provides, among other things, for the merger of MNB with and into Fidelity.

To be admitted to the special meeting at www.virtualshareholdermeeting.com/MNBC2020, shareholders must enter the control number found on their proxy card or voting instruction form previously received. Further information regarding this change to the location of the special meeting can be found in the updated notice of meeting filed by Fidelity with the Securities and Exchange Commission on April 1, 2020.

Caution Regarding Forward-Looking Statements

The information presented herein contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the proposed merger between Fidelity and MNB, (ii) Fidelity’s and MNB’s plans, obligations, expectations and intentions, and (iii) other statements presented herein that are not historical facts. Words such as “anticipates”, “believes”, “intends”, “should”, “expects”, “will” and variations of similar expressions are intended to identify forward-looking statements. These statements are based on the beliefs of the respective managements of Fidelity and MNB as to the expected outcome of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required regulatory and shareholder approvals and meet other closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and, the other factors detailed in Fidelity’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2019. Fidelity and MNB assume no obligation to revise, update or clarify forward-looking statements to reflect events or conditions after the date hereof.

No Offer or Solicitation

The information presented herein does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of Fidelity and MNB, Fidelity has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration Statement No. 333-236453) with respect to the offering of the Company’s common stock as the merger consideration under the Securities Act of 1933, as amended, which includes a proxy statement of MNB and Fidelity and a prospectus of Fidelity. The joint proxy statement/prospectus was mailed to the shareholders of MNB and Fidelity on or about March 12, 2020 seeking the required shareholder approvals. Before making any voting or investment decision, investors and security holders are urged to read the registration statement and joint proxy statement/prospectus and other relevant documents because they will contain important information about Fidelity, MNB, and the merger.

Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Investors and security holders may also obtain free copies of these documents by directing a request by telephone or mail to Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, PA 18512; 570-342-8281, or by directing a request by telephone or mail to MNB Corporation, 1250 Braden Boulevard, Suite 300, Easton, PA 18040; 610-588-0981.

Fidelity, MNB and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MNB and Fidelity in connection with the merger. Information about the directors and executive officers of MNB and Fidelity and their ownership of MNB and Fidelity common stock may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above.

EX-99.3

Exhibit 99.3

MNB Corporation

1250 Braden Boulevard, Suite 300

Bangor, Pennsylvania 18040

ADDITIONAL INFORMATION REGARDING THE SPECIAL MEETING OF SHAREHOLDERS TO BE

HELD ON TUESDAY, APRIL 21, 2020

The following Notice of Change of Location relates to the joint proxy statement/prospectus (the “Proxy Statement”) of MNB Corporation (the “Company”), dated March 5, 2020, furnished to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Special Meeting of Shareholders (the “Special Meeting”) to be held on Tuesday, April 21, 2020.

THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

NOTICE OF CHANGE OF LOCATION

OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 21, 2020

Dear Shareholders of MNB Corporation:

Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our shareholders and team members, NOTICE IS HEREBY GIVEN that the location of the special meeting of shareholders of MNB Corporation has been changed. As previously announced, the Special Meeting will be held on Tuesday, April 21, 2020 at 10:00 a.m., local time. In light of public health concerns regarding the COVID-19 outbreak, the special meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/MNBC2020. You will not be able to attend the special meeting physically.

As described in the joint proxy statement/prospectus for the special meeting previously distributed, you are entitled to participate in and vote at the special meeting if you were a shareholder as of the close of business on February 28, 2020, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the special meeting at www.virtualshareholdermeeting.com/MNBC2020, you must enter the control number found on your proxy card or voting instruction form you previously received. You may vote during the special meeting by following the instructions available on the meeting website during the meeting. Whether or not you plan to attend the special meeting, we urge you to vote and submit your proxy in advance of the special meeting by one of the methods described in the joint proxy statement/prospectus for the special meeting. The proxy card included with the joint proxy statement/prospectus previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the Special Meeting.

By Order of the Board of Directors,

Rocco A. Del Vecchio

President & Chief Executive Officer

April 1, 2020

The special meeting on April 21, 2020 at 10:00 a.m. local time is available at www.virtualshareholdermeeting.com/MNBC2020.  The joint proxy statement/prospectus and related materials are available on Fidelity’s website at https://bankatfidelity.com under Investor Relations. Additionally, you may access such materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

No Offer or Solicitation

The information presented herein does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger of the MNB Corporation (MNB) and Fidelity D & D Bancorp, Inc.  (“Fidelity”), Fidelity has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (Registration Statement No. 333-236453) with respect to the offering of the Fidelity’s common stock as the merger consideration under the Securities Act of 1933, as amended, which includes a proxy statement of MNB and Fidelity and a prospectus of Fidelity. The joint proxy statement/prospectus was mailed to the shareholders of MNB and Fidelity on or about March 12, 2020 seeking the required shareholder approvals. Before making any voting or investment decision, investors and security holders are urged to read the registration statement and joint proxy statement/prospectus and other relevant documents because they will contain important information about Fidelity, MNB, and the merger.

Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Investors and security holders may also obtain free copies of these documents by directing a request by telephone or mail to Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, PA 18512; 570-342-8281, or by directing a request by telephone or mail to MNB Corporation, 1250 Braden Boulevard, Suite 300, Easton, PA 18040; 610-588-0981.

Fidelity, MNB and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MNB and Fidelity in connection with the merger. Information about the directors and executive officers of MNB and Fidelity and their ownership of MNB and Fidelity common stock may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above. Additional information regarding the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement/prospectus regarding the merger referred to above.