Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, pursuant to the terms of the Agreement, each share of
common stock, par value
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Annex A to the Proxy Statement and which is incorporate by reference as Exhibit 2.1 to this report and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, FSB no longer fulfills the listing requirements of
the
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The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of FSB Common Stock was converted into the merger consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of the Effective Time, FSB's directors and executive officers ceased serving in such capacities.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the articles of incorporation and bylaws of Merger Sub in effect immediately prior to the Effective Time will be the articles of incorporation and bylaws of FSB as the surviving corporation in the Merger, until duly amended or repealed in accordance with its terms and applicable law. As of the effective time of the Second Merger, the certificate of incorporation and bylaws of Evans in effect immediately prior to the effective time of the Second Merger will be the certificate of incorporation and bylaws of Evans as the surviving corporation in the Second Merger, until duly amended or repealed in accordance with its terms and applicable law. The certificate of incorporation and bylaws of Evans, which were previously filed as indicated below, are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits.
(d) The following Exhibits are filed herewith. Exhibit Description 2.1 Agreement and Plan of Reorganization, datedDecember 19, 2019 , as amended onMarch 5, 2020 , by and among Evans Bancorp, Inc.,MMS Merger Sub, Inc. andFSB Bancorp, Inc. (incorporated by reference to Annex A to FSB's Definitive Proxy Statement filed on Schedule 14A onMarch 12, 2019 )* 3.1 Certificate of Incorporation of Evans Bancorp, Inc. (incorporated by reference to Exhibit 3a to Evans Bancorp, Inc.'s Registration Statement on Form S-4 (Registration No. 33-25321), as filed onNovember 7, 1988 ). (Filed on paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T) 3.1.1 Certificate of Amendment to Evans Bancorp, Inc.'s Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to Evans Bancorp, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter endedMarch 31, 1997 , as filed onMay 14, 1997 ). (Filed on paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T) 3.2 Amended and Restated Bylaws of Evans Bancorp, Inc., effective as ofSeptember 20, 2016 (incorporated by reference to Exhibit 3.2 to Evans Bancorp, Inc.'s Current Report on Form 8-K filed onSeptember 22, 2016 )
*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Commission upon request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
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