8-K

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 27, 2017

GERMAN AMERICAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

INDIANA

(State or other jurisdiction of incorporation)

001-15877	35-1547518
(Commission File Number)	(IRS Employer Identification No.)
711 Main Street Box 810 Jasper, Indiana	47546
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (812) 482-1314

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 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))

Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 27, 2017, the Board of Directors of German American Bancorp, Inc. (the “Company”) amended the Company’s Articles of Incorporation and declared a three-for-two stock split on the Company’s authorized and outstanding common shares. The amendment to the Articles of Incorporation increased the number of authorized common shares from 30,000,000 to 45,000,000 and increased the number of authorized preferred shares from 500,000 to 750,000, to reflect and accommodate the declared three-for-two stock split. Following the amendment to the Articles of Incorporation, the total authorized common and preferred shares of the Company increased to 45,750,000 from 30,500,000.

The amendment to the Articles of Incorporation became effective upon filing Articles of Amendment with the Indiana Secretary of State on March 27, 2017. A complete copy of the Company’s Articles of Incorporation, as amended on March 27, 2017, is attached as Exhibit 3.1 to this Current Report on Form 8-K.

The effect of the three-for-two stock split on the outstanding common shares is that shareholders of record as of the close of business on April 6, 2017, the record date, will receive an additional half share for each share of common stock held. Shareholders will receive cash in lieu of any fractional share of common stock that they otherwise would have been entitled to receive in connection with the stock split, except that participants in the Company’s dividend reinvestment program and in the various stock purchase plans of the Company will have fractional shares credited to their accounts. The price paid for fractional shares will be based on the average closing price of a share of common stock as reported on the NASDAQ Global Select Market for the five trading days immediately prior to the record date. The additional shares issued in the stock split are expected to be payable and issued on April 21, 2017. The Company anticipates that the common shares will begin trading on a split-adjusted basis on or about April 24, 2017, or such other date established by NASDAQ.

Additional information about the stock split is included in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01.  Other Events

On March 27, 2017, the Board of Directors of the Company declared a three-for-two stock split as described more fully above in Item 5.03 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

3.1 Articles of Amendment of Articles of Incorporation of German American Bancorp, Inc., effective March 27, 2017

99.1 Press Release, dated March 27, 2017

1

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.

	GERMAN AMERICAN BANCORP, INC.
Date: March 27, 2017	By: /s/ Mark A Schroeder
	Mark A. Schroeder, Chairman of the Board and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

3.1 Articles of Amendment of Articles of Incorporation of German American Bancorp, Inc., effective March 27, 2017

99.1 Press Release, dated March 27, 2017

EX-3.1

EX-99.1

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, Chief Executive Officer of German American Bancorp, Inc.

Bradley M Rust, Executive Vice President/CFO of German American Bancorp, Inc.

(812) 482-1314

MARCH 27, 2017 GERMAN AMERICAN BANCORP, INC. (GABC) ANNOUNCES THREE-FOR-TWO STOCK SPLIT

Jasper, Indiana: March 27, 2017 -- German American Bancorp, Inc. (NASDAQ: GABC) announced today that its Board of Directors has declared a 3-for-2 stock split on the Company’s authorized and outstandingcommon shares. The stock split will be distributed on April 21, 2017 to shareholders of record as of April 6, 2017.

Shareholders will receive cash in lieu of fractional shares that they would have otherwise been entitled to receive in connection with the stock split, except that those shareholders participating in the Company’s dividend and stock purchase plans will have fractional shares credited to their accounts. The price paid for fractional shares will be based on the average per share closing prices of German American’s common stock over the five trading days immediately preceding the record date of the split.

In connection with the 3-for-2 stock split, the Board of Directors has approved an amendment to the Company’s Articles of Incorporation to increase the amount of both the issued and authorized common and preferred shares in the same proportion, increasing the number of authorized common shares to 45.0 million.

The stock split will increase German American’s outstanding common shares from approximately 15.3 million shares prior to the split to approximately 22.9 million shares post-split. The Company’s quarterly cash dividend per share will be adjusted going forward for the 3-for-2 stock split.

Commenting on the announcement, Mark A. Schroeder, German American’s Chairman & CEO, stated, “This action is reflective of our exceptionally strong financial performance in 2016 and over the course of the past decade. German American has a track record of consistent profitable growth and increasing long-term shareholder value, as evidenced by 7 consecutive years of record earnings and 12 years of double-digit returns on shareholders’ equity. This split is intended to further enhance the liquidity of our stock and to place the market price of our Company’s stock in a more attractive range for investors.”

About German American

German American Bancorp, Inc. is a NASDAQ-traded (symbol: GABC) $2.9 billion bank holding company based in Jasper, Indiana. German American, through its bank subsidiary German American Bancorp, operates 51 banking offices in 19 contiguous southern Indiana counties and one adjacent county in northern Kentucky. The Company also owns an investment brokerage subsidiary (German American Investment Services, Inc.) and a full line property and casualty insurance agency (German American Insurance, Inc.).

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of German American. For these statements, German American claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about German American, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in German American’s reports filed with the Securities and Exchange Commission, including those described in its Form 10-K. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. German American does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law. In addition, German American’s past results of operations do not necessarily indicate anticipated future results for German American.