EVANS BANCORP, INC. (NYSEMKT:EVBN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
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Entry into a Material Definitive Agreement |
On January18, 2017, Evans Bancorp, Inc. (the Company) and its
wholly-owned subsidiary, Evans Bank, National Association,
entered into an Underwriting Agreement (the Agreement) with
Sandler ONeill Partners, L.P., on behalf of the underwriters, to
which the Company agreed to issue and sell 400,000 shares of the
its common stock, par value $0.50 per share (the Common Stock),
at a public offering price of $35.00 per share, in an
underwritten public offering (the Offering). As part of the
Offering, the Company granted the underwriters a 30-day option to
purchase up to an additional 60,000 shares of Common Stock. The
net proceeds of the Offering, after deducting the underwriting
discount and estimated offering expenses payable by the Company,
and before giving effect to the option to purchase additional
shares, if exercised, are expected to be approximately
$12.9million.
The Agreement contains customary representations, warranties and
covenants that are valid as between the parties and as of the
date of entering into such Agreement, and are not factual
information to investors about the Company.
In connection with the Offering, the Company and each of the
Companys directors and executive officers have entered into
90-day lock-up agreements with respect to the sale of shares of
common stock, subject to customary exceptions, the form of which
agreement is attached to the Agreement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 1.1 and incorporated herein by reference.
The sale of the Common Stock in the Offering is being made to the
Companys Registration Statement on Form S-3 (File No.333-210443),
including a prospectus supplement dated January18, 2017, to the
prospectus contained in the Registration Statement. Exhibits 5.1
and 23.1 to this Current Report on Form 8-K, the legal opinion
and consent, respectively, of Luse Gorman, PC, are filed herewith
in connection with the Companys Registration Statement and are
incorporated therein.
| Item8.01 | Other Events |
On January18,
2017, the Company issued a press release announcing that it had
priced an underwritten public offering of 400,000 shares of
common stock at a price of $35.00 per share, for gross proceeds
of approximately $14.0million. The net proceeds of the offering,
after deducting the underwriting discount and estimated offering
expenses payable by the Company, are expected to be approximately
$12.9million, assuming that the option to purchase additional
shares that was granted to the underwriter is not exercised. A
copy of the Companys press release dated January18, 2017 is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On January23,
2017, the Company issued a press release announcing that it has
completed its previously announced public offering of common
stock.The Company sold 400,000 shares of common stock at a price
of $35.00 per share. The offering resulted in gross
proceeds of
approximately $14.0million and net proceeds of approximately
$12.9million. A copy of the Companys press release dated
January23, 2017 is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
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| 1.1 |
Underwriting Agreement dated as of January18, 2017, by and among Evans Bancorp, Inc., Evans Bank, National Association, and Sandler ONeill Partners, L.P. for itself and as representative of the underwriters named therein. |
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| 5.1 |
Opinion of Luse Gorman, PC, regarding the validity of the securities to be issued. |
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| 23.1 | Consent of Luse Gorman, PC (included in Exhibit 5.1). | |
| 99.1 | Press Release dated January18, 2017. | |
| 99.2 | Press Release dated January23, 2017. |
EVANS BANCORP, INC. (NYSEMKT:EVBN) Recent Trading Information
EVANS BANCORP, INC. (NYSEMKT:EVBN) closed its last trading session at with 3,132 shares trading hands.