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 e arliest event reported): February 17, 2017
EMBASSY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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000-53528 |
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26-3339011 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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100 Gateway Drive, Suite 100 |
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Bethlehem, PA |
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18017 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (610) 882-8800
Not Applicable
(Former name or former address, if changed since last report)
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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: |
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1 .0 1 |
Entry into a Material Definitive Agreement . |
On February 17, 2017 , Embassy Bank for the Lehigh Valley (the “Bank”), the primary operating subsidiary of Embassy Bancorp, Inc. (the “Company”), entered into a lease renewal agreement (the “Agreement”) with Red Bird Associates, LLC (“Red Bird”) providing for an extension of the term of the lease of the Bank’s principal office located at 100 Gateway Drive in Bethlehem, Pennsylvania (the “Lease”) for an additional five years. The new term con tinues through February 28, 2022 .
The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description of Exhibit |
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10 .1 |
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Lease Renewal Agreement dated February 17, 2017 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates, LLC . |
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SIGNATURE
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.
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Embassy Bancorp, Inc. |
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Date: |
February 21, 2017 |
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By: |
/ s / Judith A. Hunsicker |
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Name: |
Judith A. Hunsicker |
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Title: |
Senior Executive Vice President, |
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Chief Operating and Financial Officer |
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit |
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10 .1 |
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Lease Renewal Agreement dated February 17, 2017 by and between Embassy Bank for the Lehigh Valley and Red Bird Associates, LLC . |
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LEASE RENEWAL AGREEMENT - 2017
THIS LEASE RENEWAL AGREEMENT (this “Agreement ”) is dated as of February 1 7 , 2017 (the “Effective Date”), and is by and between EMBASS Y BANK FOR THE LEHIGH VALLEY (“Embassy”) and RED BI RD ASSOCIATES, LLC (“Red Bird”).
WHEREAS, by Le ase Agreement dated June 11, 200 1, Embassy leased from Gateway Associates, LLC, approximately 7,827 square feet of office space on the first floor of the office building commonly known as 100 Gateway Drive, Hanover Township, Northampton County, PA , Suite 100 ; and
WHEREAS, said Lease Agreement was amended by a First Amendment dated August 6, 2001; and
WHEREAS, the said building was acquired from Gateway Associates, LLC by Red Bird on January 10, 2003, together with an assignment to Red Bird of all leases affecting the premises; and
WHEREAS, the said Lease Agreement was amended by a Lease Addendum dated January 1, 2005 , adding approximately 4,349 square feet of office space, known as Suite 200 (the “First Lease Expansion Addendum”) ; and
WHEREAS, the said Lease Agreement was amended by a Second Lease Exp ansion Addendum dated January 1, 2012 , adding approximately 4,303 square feet of office space, known as Suite 210 ; and
WHEREAS, the said Lease Agreement was amended by a Lease Renewal and Modification Agreement dated May 4, 2012; and
WHER EAS, the parties desire to renew the Lease Agreement (as amended) as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:
1. Renewal . Embassy hereby exercises its option to renew the term of the lease for five years, as more fully described in paragraph 37 of the original Lease Agreement. Red B ird confirms there has been no D efault under such Lease Agreement (as defined therein) , waives the 180 day written notice requirement, a nd accepts such renewal. The parties agree the renewal t erm shall run from March 1, 2017 through February 28, 2022 .
2 . Rent Escalator. Consistent with the agreement of the parties and the prior Lease Renewal and Modification Agreement, o n each anniversary of the commencement
of this renewal term (and any subsequent renewal terms) , the Base R ent shall increase by two percent (2 %) .
3 . Ratification . Except as provided herein, all terms and provision s of the original Lease Agreement (as amended) are incorporated herein by reference, and ar e hereby ratif ied and confirmed.
4 . Entire Agreement. This Agreement , together with the underlying Lease Agreement (as amended), contains the entire agreement between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF, and intending to be legally bound, the p arties have executed this Agreement as of the day and year first above written.
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ATTEST: |
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EMBASSY BANK FOR THE |
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LEHIGH VALLEY |
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/s/ Lynne M. Neel |
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By: |
/s/ James R. Bartholomew |
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RED BIRD ASSOCAITES, LLC |
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By: |
/s/ Bernard M. Lesavoy |