GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Companys Articles of
Incorporation and declared a three-for-two stock split on the
Companys 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 Companys 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 Companys 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
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About GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC)

German American Bancorp, Inc. is a bank holding company. The Company’s operating segments include core banking, trust and investment advisory services, and insurance operations. The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial and agricultural, commercial and agricultural real estate, and residential mortgage loans, primarily in the Company’s local markets. Its core banking segment also involves the sale of residential mortgage loans in the secondary market. The trust and investment advisory services segment involves providing trust, investment advisory and brokerage services to customers. The insurance segment offers a range of personal and corporate property and casualty insurance products in its banking subsidiary’s local markets. Its lines of business include retail and commercial banking, financial planning, service brokerage and trust administration, and personal and corporate insurance products.

GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) Recent Trading Information

GERMAN AMERICAN BANCORP, INC. (NASDAQ:GABC) closed its last trading session up +2.62 at 46.95 with 29,151 shares trading hands.