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): March 20, 2012
FIDELITY D & D BANCORP, INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 333-90273 | 23-3017653 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Blakely and Drinker Streets, Dunmore, PA | 18512 | |
| (Address of principal executive offices) | (Zip Code) |
(570) 342-8281
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| £ | 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)) |
CURRENT REPORT ON FORM 8-K
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers |
On March 20, 2012, the board of directors of Fidelity D & D Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the “Bank”) appointed Richard J. Lettieri and Kristin Dempsey O’Donnell as directors of the Company and the Bank. Mr. Lettieri was appointed as a Class A director of the Company to serve until the 2012 annual meeting of shareholders, and Mrs. O’Donnell was appointed as a Class B director of the Company to serve until the 2014 annual meeting of shareholders. As of this disclosure, neither Mr. Lettieri nor Mrs. O’Donnell has been named to any committees.
Other than those fees and benefits available to all nonemployee directors of the Company, Mr. Lettieri and Mrs. O’Donnell were not appointed to their positions pursuant to any arrangement or understanding with any other person, and they have no reportable transactions under Item 404(a) of Regulation S-K.
A press release announcing the appointments is incorporated by reference to Exhibit 99.1.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release announcing appointment of new directors dated as of March 21, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIDELITY D & D BANCORP, INC. (Registrant) | ||
| Dated: March 21, 2012 | By: | /s/ Salvatore R. DeFrancesco, Jr. |
| Salvatore R. DeFrancesco, Jr. Treasurer and Chief Financial Officer | ||
EXHIBIT INDEX
EXHIBIT NO.
| 99.1 | Press release announcing appointment of new directors dated as of March 21, 2012 |
Exhibit 99.1
FIDELITY D & D BANCORP, INC.
FOR IMMEDIATE RELEASE
Date: March 21, 2012
Contacts:
| Daniel J. Santaniello | Salvatore R. DeFrancesco, Jr. | |
| President and | Treasurer and | |
| Chief Executive Officer | Chief Financial Officer | |
| 570-504-8035 | 570-504-8000 | |
FIDELITY D & D BANCORP, INC.
ANNOUNCES THE APPOINTMENT OF TWO NEW DIRECTORS
Dunmore, PA – Fidelity D & D Bancorp, Inc., (OTC Bulletin Board: FDBC), parent company of The Fidelity Deposit and Discount Bank, is pleased to announce the addition of two new directors who will help provide additional expertise and strategic direction to the Company.
Appointed at the March 20, 2102 Board of Directors meeting are Richard J. Lettieri as a Class A Director and Kristin Dempsey O’Donnell as a Class B Director. In connection with such appointments, they are also appointed directors of The Fidelity Deposit and Discount Bank, the Company’s wholly-owned, sole subsidiary.
“Both Mr. Lettieri and Mrs. O’Donnell bring extraordinary business expertise plus an impressive educational background to our Company. We are delighted to welcome them to the Board.” said Daniel J. Santaniello, President & CEO.
Mr. Lettieri is a consultant focusing on business strategy and market development. His thirty year consulting career centers on helping to solve complex problems and plot future directions in a wide variety of businesses.
Mrs. O’Donnell’s experience includes over ten years as a vice president of sales and marketing for Dempsey Uniform & Linen Supply, Inc., in Jessup, Pennsylvania, driving its responsible and successful growth. As an owner, and member of the Dempsey board, she participates in risk assessment, financial statement preparation, review and analysis, and acquisitions.
In addition to these new appointees, the Fidelity D & D Bancorp, Inc. Board of Directors includes: Patrick J. Dempsey, Chairman; Daniel J. Santaniello, President & CEO; Michael J. McDonald, Vice Chairman; John T. Cognetti, Secretary; Mary E. McDonald, Assistant Secretary; Brian J. Cali; and David L. Tressler, Sr.
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