Attached files
| file | filename |
|---|---|
| EX-10.5 - EXHIBIT 10.5 - Embassy Bancorp, Inc. | ex10_5.htm |
| EX-10.1 - EXHIBIT 10.1 - Embassy Bancorp, Inc. | ex10_1.htm |
| EX-10.3 - EXHIBIT 10.3 - Embassy Bancorp, Inc. | ex10_3.htm |
| EX-10.2 - EXHIBIT 10.2 - Embassy Bancorp, Inc. | ex10_2.htm |
| EX-10.6 - EXHIBIT 10.6 - Embassy Bancorp, Inc. | ex10_6.htm |
| EX-10.7 - EXHIBIT 10.7 - Embassy Bancorp, Inc. | ex10_7.htm |
| EX-1.4 - EXHIBIT 10.4 - Embassy Bancorp, Inc. | ex10_4.htm |
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): December 24, 2009 (December 22,
2009)
EMBASSY
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-1449794
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26-3339011
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Gateway Drive, Suite 100
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||
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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)
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 tor 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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On
December 22, 2009, Embassy Bancorp, Inc. (the “Company”), the holding company of
Embassy Bank for the Lehigh Valley (the “Bank”), entered into a loan agreement
(the “Agreement”) with Univest National Bank and Trust Co. (“Univest”) for a
non-revolving line of credit in the principal amount of $4,000,000 at an
interest rate of 8.50% (the “$4,000,000 Loan”) in order for the Company to
provide additional capital to the Bank to continue to support the Bank’s
growth.
In
addition to the Agreement, the $4,000,000 Loan is evidenced by a subordinated
term loan note by the Company in favor of Univest (the “Note”) and a Stock
Pledge Agreement (the “SPA,” and, together with the Agreement and the Note, the
“$4,000,000 Loan Documents”), each dated December 22, 2009, pursuant to which,
among other things, the $4,000,000 Loan is secured by a first priority security
interest in 333,333 shares of Bank common stock held by the
Company.
The
Agreement contains various covenants, limitations and events of default
customary for loans of this type to similar borrowers, including limitations on
the Company’s ability to incur indebtedness, subject to limited
exceptions. The Note provides for monthly payments of interest only
until December 1, 2016, at which time all amounts due and owing under the Note
are payable in full. The Loan may be prepaid at any time without
penalty, except that a prepayment using proceeds resulting from a public stock
offering and/or a sale of a majority of the stock or assets of the Company shall
result in a prepayment penalty of $50,000.00. Upon the occurrence of
an event of default, Univest may declare the Loan immediately due and
payable. It is an event of default if the Company or Bank enters into
any agreement that would result in a change of control of the Company or Bank,
as such term is defined in the Agreement.
The
Company previously entered into a similar loan transaction with Univest on
November 11, 2008, which provided for a $6,000,000 non-revolving line of credit
to the Company to be used to provide additional capital to the Bank to continue
to support the Bank’s growth (the “$6,000,000 Loan” and, together with the
$4,000,000 Loan, the “Loans”). The $6,000,000 Loan is also evidenced
by a loan agreement, subordinated term loan note and stock pledge agreement,
each dated as of November 11, 2008 (collectively, the “$6,000,000 Loan
Documents” and, together with the $4,000,000 Loan Documents, the “Loan
Documents”). The material terms of the Loans are identical, except as
follows: (i) the interest rate on the $6,000,000 Loan is 7.00%; (ii) the
collateral for the $6,000,000 is 500,000 shares of Bank common stock held by the
Company; and (iii) there is no prepayment penalty with respect to the $6,000,000
Loan, regardless of the source of prepayment funds.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the Loan Documents, copies of which are filed as
Exhibits 10.1 through 10.6 of this Current Report on Form 8-K, and incorporated
herein by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(b)
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Exhibits
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Exhibit
Number
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Description
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Loan
Agreement, dated as of December 22, 2009, by and between Embassy Bancorp,
Inc. and Univest National Bank and Trust
Co.
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Subordinated
Term Loan Note, dated as of December 22, 2009, by Embassy Bancorp, Inc. in
favor of Univest National Bank and Trust
Co.
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Stock
Pledge Agreement, dated as of December 22, 2009, by and between Embassy
Bancorp, Inc. and Univest National Bank and Trust
Co.
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Loan
Agreement, dated as of November 11, 2008, by and between Embassy Bancorp,
Inc. and Univest National Bank and Trust
Co.
|
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Subordinated
Term Loan Note, dated as of November 11, 2008, by Embassy Bancorp, Inc. in
favor of Univest National Bank and Trust
Co.
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Stock
Pledge Agreement, dated as of November 11, 2008, by and between Embassy
Bancorp, Inc. and Univest National Bank and Trust
Co.
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First
Allonge to Subordinated Term Note, dated as of December 22, 2009, by
Embassy Bancorp, Inc. and Univest National Bank and Trust
Co.
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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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||||
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Date: December
24, 2009
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By:
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/s / Judith A. Hunsicker
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Name:
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Judith
A. Hunsicker
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Title:
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Senior
Executive Vice President,
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Chief
Operating and Financial Officer
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