false 0000919864 0000919864 2021-05-13 2021-05-13
--12-31
 
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):  May 13, 2021
 
NorthWest Indiana Bancorp
(Exact name of registrant as specified in its charter)
 
Indiana
000-26128
35-1927981
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
9204 Columbia Avenue
Munster, Indiana
46321
(Address of principal executive offices)
(Zip Code)
 
(219) 836-4400
(Registrant’s telephone number, including area code)
 
N/A
(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 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: None.
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
 
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.                  ☐
 
 
 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 13, 2021, NorthWest Indiana Bancorp (the “Bancorp”) filed Articles of Amendment (the “Articles Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Indiana to change the name of the Bancorp to “Finward Bancorp.” The Articles Amendment and the attendant name change will become effective on May 24, 2021.
 
 Item 8.01 Other Events.
 
On May 17, 2021, the Financial Industry Regulatory Authority, Inc. (“FINRA”) advised the Bancorp that the name change to “Finward Bancorp” will be announced by FINRA on its daily list on Friday, May 21, 2021, with a market effective date of Monday, May 24, 2021.  As a result, the Bancorp’s common stock will be quoted under the new trading symbol “FNWD” effective as of the open of trading on May 24, 2021.  The new CUSIP number for the Bancorp’s common stock, effective May 24, 2021, will be 31812F109.
 
Forward-Looking Statements
 
This Current Report on Form 8-K may contain forward-looking statements regarding the matters discussed herein. For these statements, the Bancorp claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this report should be considered in conjunction with the other information available about the Bancorp, including the information in the filings the Bancorp makes with the Securities and Exchange Commission (“SEC”). Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions.
 
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. In addition to matters discussed in this report, additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Bancorp’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). Except as required by law, the Bancorp does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
 
Item 9.01  Financial Statements and Exhibits.
 
(d)  Exhibits.
 
 
Exhibit No.
 
Description
 
3.1
 
  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 report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
NorthWest Indiana Bancorp
Date:  May 18, 2021
   
     
 
By:
/s/ Peymon S. Torabi
   
Printed Name: Peymon S. Torabi
   
Title: Executive Vice President, Chief Financial Officer and Treasurer
 
 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

NORTHWEST INDIANA BANCORP

 

The undersigned officer of NorthWest Indiana Bancorp (the “Corporation”), an Indiana corporation existing pursuant to the provisions of the Indiana Business Corporation Law (the “Act”), desiring to give notice of corporate action effectuating the amendment of certain provisions of its Articles of Incorporation (the “Amendment”), hereby certifies the following facts:

 

Article I

Amendment

 

Section 1.         Name. The name of the Corporation is NorthWest Indiana Bancorp.

 

Section 2.         Date of Incorporation. The date of incorporation of the Corporation is January 31, 1994.

 

Section 3.         Name Following Amendment. The name of the Corporation following this Amendment to the Articles of Incorporation is Finward Bancorp.

 

Section 4.         Amendment. The exact text of Article I of the Articles of Incorporation is now as follows:

 

“ARTICLE I

 

Name

 

The name of the corporation is Finward Bancorp (the “Corporation”).”

 

Article II

Date of Each Amendment’s Adoption

 

Section 1.         Date of Adoption. The date of the Amendment’s adoption is March 3, 2021.

 

Section 2.         Effective Date. The effective date of this Amendment shall be May 24, 2021.

 

Article III

Registered Agent Information

 

The Corporation’s non-commercial registered agent and registered office address is Leane E. Cerven, 9204 Columbia Avenue, Munster, Indiana 46321. The email address at which the registered agent will accept electronic service of process is lcerven@ibankpeoples.com. The undersigned represents that the registered agent named above has consented to such appointment.

 

Articles of Amendment of the Articles of Incorporation

-1-
 

 

Article IV

Manner and Adoption of Vote

 

Section 1.         Vote of Directors. This Amendment was adopted and approved by the affirmative vote of the Board of Directors of the Corporation at a meeting thereof duly called and held on December 18, 2020.

 

Section 2.      Vote of Shareholders. Upon approval by the Board of Directors of the Corporation, the Amendment was submitted to the shareholders for approval at a Special Meeting of Shareholders duly called for such purpose and held on March 3, 2021, at which a quorum was present throughout.

 

The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment, the number of votes of each voting group represented at the meeting of shareholders, and the number of shares voted in favor or against or having abstained as to the Amendment are set forth below:

 

Designation of Each Voting Group

Common Stock,

without par value

Number of Outstanding Shares

3,462,510

   

Shares Entitled to Vote

3,462,510

   

Number of Shares Represented at the Meeting

2,515,506

   

Shares Voted in Favor

2,262,021

   

Shares Voted Against

237,258

   

Shares Abstained

16,227

 

Article V

Compliance With Legal Requirements

 

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

 

[Remainder of Page Intentionally Left Blank]

 

Articles of Amendment of the Articles of Incorporation

-2-
 

 

IN WITNESS WHEREOF, the undersigned, being the President and Chief Executive Officer of the Corporation, executes these Articles of Amendment and verifies, subject to penalties of perjury, that the statements contained herein are true, as of this 13th day of May, 2021.

 

 

NorthWest Indiana Bancorp

 

 

 

 

 

 

 

 

 

 

By:

            /s/ Benjamin J. Bochnowski

 

 

 

Name: Benjamin J. Bochnowski

 

 

 

Title: President and Chief Executive Officer

 

 

Articles of Amendment of the Articles of Incorporation

-3-