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 - July 12, 2000
FIDELITY D & D BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 333-90273 23-3017653
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
Blakely and Drinker Streets
Dunmore, Pennsylvania 18512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (570) 342-8281
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N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On June 30, 2000, Fidelity D & D Bancorp, Inc., the registrant, became the
holding company for The Fidelity Deposit and Discount Bank, a
Pennsylvania-chartered bank and trust company. Under the terms of the Plan of
Reorganization, dated December 21, 1999, among the registrant, the bank and The
Fidelity Deposit and Discount Interim Bank, the interim bank merged with and
into The Fidelity Deposit and Discount Bank, under the charter of The Fidelity
Deposit and Discount Bank and under the name "The Fidelity Deposit and Discount
Bank." The effective date of the merger was June 30, 2000. The interim bank was
organized as the wholly-owned subsidiary of registrant to facilitate the
reorganization of the bank into a holding company structure. As a result of the
merger of the interim bank into the bank, the shareholders of the bank became
the shareholders of the registrant, and the bank became the wholly-owned
subsidiary of the registrant.
A detailed description of the transaction is set forth in the registrant's
Prospectus, which is included in the registrant's Registration Statement on Form
S-4, Commission File No. 333-90273, filed with the Securities and Exchange
Commission on November 3, 1999, under the Securities Act of 1933, and as amended
on January 4, 2000, March 21, 2000, March 24, 2000, and April 6, 2000, which
description is incorporated herein by reference. In addition, a copy of the
registrant's press release, dated July 5, 2000, is attached as Exhibit 99.
Under Rule 12g-3(a), promulgated under the Securities Exchange Act of 1934,
Fidelity D & D Bancorp, Inc. is the successor issuer to The Fidelity Deposit and
Discount Bank. The Fidelity Deposit and Discount Bank's common stock was
registered under Section 12(g) of the Securities Exchange Act at the effective
time of the reorganization. Accordingly, Fidelity D & D Bancorp, Inc.'s common
stock is deemed to be registered, by operation of law, under Section 12(g) of
the Securities Exchange Act.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The registrant hereby incorporates by reference the following
financial information filed with the Securities and Exchange
Commission:
1. The Fidelity Deposit and Discount Bank's Balance Sheet and
Statement of Income for the years ended December 31, 1999
and 1998, Statement of Changes in Shareholders' Equity and
Statement of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997, and Notes to Financial Statements, as
included on pages F-1 through F-30 of the Proxy
Statement/Prospectus included in Fidelity D & D Bancorp,
Inc.'s Amendment No. 4 to its Registration Statement No.
333-90273 on Form S-4, filed with the SEC on April 6, 2000.
2. The Fidelity Deposit and Discount Bank's Balance Sheet,
Statement of Income, Statement of Changes in Shareholders'
Equity and Statement of Cash Flows, and Notes to Financial
Statements, as included in the bank's Quarterly Report on
Form 10-Q, for the quarterly period ended March 31, 2000,
which is Exhibit 99 to Fidelity D & D Bancorp, Inc.'s
Quarterly Report on Form 10-Q, for the quarterly period
ended March 31, 2000, filed with the SEC on May 15, 2000
(Commission File No. 333-90273).
(b) Pro Forma Financial Information.
Immediately following the effective time of the reorganization,
the consolidated financial statements of the registrant were
substantially the same as The Fidelity Deposit and Discount
Bank's financial statements immediately prior to the
reorganization. Prior to the reorganization, Fidelity D & D
Bancorp, Inc. did not have any business operations.
(c) Exhibits:
2.1 Plan of Reorganization, dated December 21, 1999, among
Fidelity D & D Bancorp, Inc., The Fidelity Deposit and
Discount Bank and The Fidelity Deposit and Discount Interim
Bank, incorporated herein by reference to Annex A of the
Proxy Statement/Prospectus included in Fidelity D & D
Bancorp, Inc.'s Amendment No. 4 to its Registration
Statement No. 333-90273 on Form S-4, filed with the
Securities and Exchange Commission on April 6, 2000.
2.2 Plan of Merger, dated December 21, 1999, between The
Fidelity Deposit and Discount Bank and The Fidelity Deposit
and Discount Interim Bank, incorporated herein by reference
to Annex A of the Proxy Statement/Prospectus included in
Fidelity D & D Bancorp,
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Inc.'s Amendment No. 4 to its Registration Statement No.
333-90273 on Form S-4, filed with the Securities and
Exchange Commission on April 6, 2000.
99 Press Release, dated July 5, 2000, re: Holding Company
Formation.
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
FIDELITY D & D BANCORP, INC.
(Registrant)
Dated: July 12, 2000 /s/ Michael F. Marranca
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Michael F. Marranca, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Robert P. Farrell
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Robert P. Farrell, Treasurer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
2.1 Plan of Reorganization, dated December 21, 1999, among Fidelity D & D
Bancorp, Inc., The Fidelity Deposit and Discount Bank and The Fidelity
Deposit and Discount Interim Bank, incorporated herein by reference to
Annex A of the Proxy Statement/Prospectus included in Fidelity D & D
Bancorp, Inc.'s Amendment No. 4 to its Registration Statement No. 333-
90273 on Form S-4, filed with the Securities and Exchange Commission
on April 6, 2000.
2.2 Plan of Merger, dated December 21, 1999, between The Fidelity Deposit
and Discount Bank and The Fidelity Deposit and Discount Interim Bank,
incorporated herein by reference to Annex A of the Proxy
Statement/Prospectus included in Fidelity D & D Bancorp, Inc.'s
Amendment No. 4 to its Registration Statement No. 333-90273 on Form
S-4, filed with the Securities and Exchange Commission on April 6,
2000.
99 Press Release, dated July 5, 2000, re: holding company formation.
