CORTLAND BANCORP Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Effective
Pursuant to the terms of the Merger Agreement, at the Effective Time of the
Merger, each common share, without par value, of Cortland ("Cortland Common
Shares") issued and outstanding immediately prior to the Effective Time (except
for certain Cortland Common Shares held directly by Cortland or Farmers) was
converted into the right to receive, without interest,
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger and the Amendment to Agreement and Plan of Merger, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
Additionally, Farmers, as successor to Cortland, intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Report is incorporated herein by reference into this Item 3.03.
Pursuant to the terms of the Merger Agreement, at the Effective Time, shareholders of Cortland immediately prior to the completion of the Merger ceased to have any rights as shareholders of Cortland other than the right to receive the Merger Consideration in accordance with the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Report is incorporated herein by reference.
At the Effective Time, Cortland was merged with and into Merger Sub pursuant to the Merger Agreement, with Merger Sub as the surviving entity. Promptly following the consummation of the Merger, Merger Sub was dissolved and liquidated.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, in accordance with the terms of the Merger Agreement, Cortland's directors and executive officers ceased serving in such capacities with Cortland.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Articles of Incorporation, as amended, and the Code of Regulations, as amended, of Cortland ceased to be in effect by operation of law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger by and among Farmers National Banc
Corp., Cortland Bancorp , and FMNB Merger Subsidiary IV, LLC , dated as
of June 22, 2021 (incorporated by reference from Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Commission on
June 23, 2021 )*
2.2 Amendment to Agreement and Plan of Merger by and among Farmers
National Banc Corp., Cortland Bancorp , and FMNB Merger Subsidiary IV,
LLC , dated as of October 12, 2021 (incorporated by reference from
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Commission on October 18, 2021 )
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Pursuant to Item 601(b)(2) of Regulation S-K, schedules and exhibits have been
omitted from this filing. The registrant agrees to furnish the Securities and
exhibit on a confidential basis upon request.
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