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Section 1: 8-K (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): April 1, 2019

 

 

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

 

 

Pennsylvania   000-53297   51-0661129

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

31 E. Main St., Ephrata, PA   _17522-0457
(Address of principal executive offices)   (Zip Code)

 

(717) 733-4181

(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))

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company £

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

 

CURRENT REPORT ON FORM 8-K

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 2, 2019, Paul M. Zimmerman, Jr., a Class A Director of ENB Financial Corp (the “Corporation”) and director of Ephrata National Bank (the “Bank”), the Corporation’s wholly-owned subsidiary, announced that he would not be standing for reelection as a Class A Director at the 2019 Annual Meeting of Shareholders and will cease serving on the Boards of the Corporation and Bank as of the Annual Meeting. Mr. Zimmerman has served as a member of the Corporation’s and the Bank’s Boards of Directors since 1999.

 

Mr. Zimmerman’s decision not to stand for reelection was not the result of any disagreement with the Corporation or the Bank on any matter relating to their operations, policies or practices.

 

On April 1, 2019, Barry E. Miller, Senior Vice President, Chief Operating Officer of the Bank, announced his retirement effective the close of business on October 4, 2019.

 

Mr. Miller’s decision to retire was not the result of any disagreement with the Corporation or the Bank on any matter relating to their operations, policies or practices.

 

Item 8.01Other Events

 

On April 2, 2019, the Corporation announced that its common stock began trading on the OTCQX marketplace under the symbol “ENBP”.

 

A copy of the press release regarding this event is filed as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

  Exhibit Number Description
     
  99.1 Press release dated as of April 2, 2019.

 

 

 

 

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.

 

 

  ENB FINANCIAL CORP
  (Registrant)   
        
        
Dated: April 3, 2019 /s/ Scott E. Lied
  Scott E. Lied
  Treasurer
  (Principal Financial Officer)

 

 

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

ENBFinCorp

 

FOR IMMEDIATE RELEASE Contact:  Scott E. Lied
  Phone:     717-733-4181

 

 

ENB Financial Corp Begins Trading on OTCQX

 

(April 2, 2019) -- Ephrata, PA -- ENB Financial Corp (OTCQX: ENBP), parent of Ephrata National Bank, announces that the company’s common stock will begin trading, effectively today, on the OTCQX Best Market, under the ticker symbol, “ENBP”. ENB Financial Corp was previously trading on the Pink market.

 

In making the announcement, Aaron L. Groff, Jr., ENB Financial Corp’s Chairman of the Board and Chief Executive Officer, stated “OTCQX is a good fit for our company as it will enhance the visibility of our stock and better showcase the value of our organization to increase the level of return to our shareholders. Our organization exceeded $1 billion in asset size two years ago and is closing in on $1.1 Billion now, which has brought more attention to our company and has also caused us to enter a new more developed peer group.”

 

“We are pleased to welcome ENB Financial Corp to the OTCQX Best Market,” said Jason Paltrowitz, Executive Vice President of Corporate Services at OTC Markets Group.  “Established in 1881, the Bank is a strong example of a long-standing Community Bank that has grown in assets and market area since the formation of their bank holding company, ENB Financial Corp, on July 1, 2008.  We congratulate them on this important milestone and look forward to continuing to support the company’s growth.”

 

Investors can find current financial disclosures and Real-Time Level 2 quotes for ENB Financial Corp at https://www.otcmarkets.com/stock/ENBP/quote.

 

Boenning & Scattergood, an employee owned broker/dealer specializing in financial institutions, serves as the company’s corporate broker on OTCQX. For more information, investors can contact Boenning & Scattergood at 800-883-1212. For more information please visit www.boenninginc.com Member FINRA/SIPC.

 

 

About ENB Financial Corp

 

ENB Financial Corp, headquartered in Ephrata, PA, is the bank holding company for its wholly-owned subsidiary Ephrata National Bank. Ephrata National Bank operates from twelve full-service locations in Lancaster County, southeastern Lebanon County, and southern Berks County, Pennsylvania, with the headquarters located at 31 E. Main Street, Ephrata, PA. Ephrata National Bank has been serving the community since 1881. For more information about ENB Financial Corp, visit the Corporation’s web site at www.enbfc.com.

 

Notice Regarding Forward Looking Statements

This news release may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risk, uncertainties and other factors which may cause the actual results of ENB Financial Corp to be materially different from future results expressed or implied by such forward-looking statements. These forward-looking statements can be identified by use of terminology such as “expect”, “plan”, “anticipate”, “believe”, “estimate”, and similar words that are intended to identify such forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates, and projections about the Corporation, the financial services industry, and the economy. The Private Securities Reform Act of 1995 provides safe harbor in the event the projected future operations are not met. There are a number of future factors such as changes in fiscal or monetary policy, or changes in the economic climate that will influence the Corporation’s future operations. These factors are difficult to predict with regard to how likely and to what degree or significance that they would occur. Actual results may differ materially from what may have been forecasted in the forward-looking statements. We are not obligated to publicly update any forward-looking statements to reflect the effects of subsequent events.

 

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