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 e arliest event reported): June 15 , 2018



EMBASSY BANCORP, INC.

(Exact name of registrant as specified in its charter)





 

 

 

 

 

 

 

Pennsylvania   

 

000- 53528

 

26-3339011

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

 

Identification No.)



 

 

 

 

 

100 Gateway Drive, Suite 100

 

 

 

 

 

Bethlehem, PA

 

 

18017

(Address of principal executive offices)

 

 

(Zip Code)



 

 

 

 

 

 

 



Registrant’s telephone number, including area code:   (610) 882-8800



Not Applicable

(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:



 

 

 

 

 

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))







 

Item 1 .01. Entry into a Material Definitive Agreement .

On June  1 5 , 201 8 ,   Embassy Bank for the Lehigh Valley (the “Bank”), the principal operating subsidiary of Embassy Bancorp, Inc. (the “Company”) , entered into a lease expansion agreement (the “Agreement”) with Red Bird Associates, LLC (“Red Bird”) providing for an expansion of the lease of the Bank’s principal office located at 100 Gateway Drive in Bethlehem, Pennsylvania (the “Lease”) to include an additional 9,299 square feet.  The additional space comprises the entire third floor of the building



The   Agreement provides that the monthly base rent   shall be the same as the monthly base rent currently paid by the Bank for the second floor , which is $19.14 per square foot, and is subject to two percent (2%) annual increases.



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

 

 



 

 

 



Exhibit No.

 

Description



 

 

 



10.1

 

Lease Expansion Agreement dated June 15, 2018.




 

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.





 

 

 

 

 



 

 

Embassy Bancorp, Inc.



 

 

 

 



 

 

 

 



 

 

 

Date:  June 1 9 , 201 8

 

By:

/s/ Judith A. Hunsicker



 

 

Name:

Judith A. Hunsicker



 

 

Title:

First Executive , Chief Operating



 

 

 

and Financial Officer



 

 

 

 

 








 

EXHIBIT INDEX





 

 

 

 



Exhibit No.

 

Description

 



 

 

 



10.1

 

Lease Expansion Agreement dated June 15, 2018.




LEASE EXPANSION AGREEMENT - 2018



THIS LEASE EXPANSION   AGREEMENT -   2018 (this “Agreement ”) is dated as of June 15 , 2018 (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 October 2 1, 201 1 , 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



WHEREAS, the said Lease Agreement was amended by a Lease Renewal Agreement -   2017 dated February 1 7 , 2017; and



WHER EAS, the parties desire to amend 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. Expansion .     Red Bird hereby leases to Embassy and Embassy hereby leases from Red Bird the third floor of the premises known as 100 Gateway Drive, Hanover Township, Pennsylvania, commonly known as Suite 300 consisting of 6,019 square feet and Suite 310 consisting of 3,280 square feet.



2. Term.   The expansion provided for in this Agreement, and the leasing of the additional space shall be effective as of June 15, 2018 (the “Third Floor Commencement Date”)   and shall continue for the remaining term of the underlying Lease Agreement, including all renewal options.



3 .   Rent .     Embassy shall pay monthly base rent for such expans ion space at the same rate and with the same rent escalations as the second floor of the premises.  Specifically, the monthly base rent shall be $19.14 per squ are foot as of the Effective D ate of this Agreement, and such base rent shall increase by two percent (2%) on March 1 of each applicable year.  



4. Operating Expenses.  As a result of Embassy’s lease of the additional space provided for herein, its share of the Operating Expenses (as defined in the Lease Agreement) shall be 100%.



5. Leasehold Improvements.  The parties agree and acknowledge all leasehold improvements located in or about the third floor expansion space constructed by prior tenant(s) are and shall be owned by Embassy, as of the Effective Date of this Agreement , provided that upon expiration of the Lease Agreement such leasehold improvements shall be surrendered and shall be and remain the property of Red Bird .



6 .   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.



7 . 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.







 

 

 

ATTEST:

 

EMBASSY BANK FOR THE



 

LEHIGH VALLEY



 

 

 

/s/ Judith A. Hunsicker

 

By:

/s/ Lynne M. Neel, E.V.P.



 

 



 

RED BIRD ASSOCAITES, LLC



 

 

 



 

By:

/s/ Frank Banko III