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): December 28, 2018
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 December 28, 2018, Embassy Bank for the Lehigh Valley (the “Bank”), the primary operating subsidiary of Embassy Bancorp, Inc. (the “Company”), exercised its option to extend the term of the lease of the Bank’s branch office located at Route 378 & Colesville Road in Lower Saucon Township, Pennsylvania for an additional five years. The new term continues through August 16, 2024. In connection with this extension, the Bank entered into a Lease Amendment (the “Amendment”) with Pierpont Slater Properties providing for a reduction in the annual rent escalator from 2.75% under the original lease to 1.5%.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, 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 Amendment dated December 28, 2018 by and between Embassy Bank for the Lehigh Valley and Pierpont Slater Properties. |
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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: |
December 31 , 2018 |
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By: |
/s/ Judith A. Hunsicker |
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Name: |
Judith A. Hunsicker |
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Title: |
First Executive Officer , |
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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 Amendment dated December 28, 2018 by and between Embassy Bank for the Lehigh Valley and Pierpont Slater Properties. |
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LEASE AMENDMENT
THIS LEASE AMENDMENT (this “Amendment ”) is dated as of December 28 , 2018 (the “Effective Date”), and is by and between EMBASS Y BANK FOR THE LEHIGH VALLEY (“Lessee”) and PIERPONT SLATER PROPERTIES (“Lessor ”).
WHEREAS, Lessor and Lessee previously executed a Lease Agreement dated June 17, 2008 in connection with the p roperty located at Route 378 & C olesville Road, Lower Saucon Township (the “Lease”) (terms not otherwise defined herein shall have the meaning(s) set forth in the Lease);
WHER EAS, the parties desire to amend such Lease Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:
1. Rent Escalator . The minimum annual rent increase during the Term and any Renewal Term shall be one and one-half percent (1.5%), reduced from the original 2.75%. The first application of such reduced escalator shall be the next regularly scheduled annual turnover, or September 1 , 2019.
2 . Ratification . Except as provided herein, all terms and provision s of the Lease are incorporated herein by reference, and ar e hereby ratif ied and confirmed.
IN WITNESS WHEREOF, and intending to be legally bound, the p arties have executed this Amendment as of the day and year first above written.
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ATTEST/WITNESS: |
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EMBASSY BANK FOR THE |
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LEHIGH VALLEY |
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/s/ Laura Suplee |
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By: |
/s/ Judith A. Hunsicker |
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PIERPONT SLATER PROPERTIES |
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/s/ Jill Kilian |
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By: |
/s/ Andrew F. S. Warner |