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): August 19, 2020

 

Partners Bancorp

(Exact name of registrant as specified in its charter)

 

Maryland 033-21202 52-1559535
(State or other jurisdiction
of incorporation)
(Commission file number) (IRS Employer
Identification No.)

 

2245 Northwood Drive, Salisbury, Maryland 21801

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (410) 548-1100

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share PTRS The NASDAQ Stock Market LLC

 

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. ¨

 

 

 

 

 

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

 

As previously disclosed, the Board of Directors of Delmar Bancorp (the “Company”), on July 29, 2020, adopted resolutions to amend the Articles of Incorporation and Bylaws of the Company to change the name of the Company to “Partners Bancorp.” The amendments of the Articles of Incorporation and the Bylaws became effective as of August 19, 2020.

 

The amendment of the Articles of Incorporation amended Article SECOND of the Articles of Incorporation to read in its entirety as follows:

 

“SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is:

 

Partners Bancorp”

 

The amendment of the Bylaws amended the Bylaws to change all references to “Delmar Bancorp” to “Partners Bancorp.”

 

  Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number Description
   
3.1.2 Amendment to the Articles of Incorporation of Partners Bancorp, effective as of August 19, 2020
   
3.2 Bylaws of Partners Bancorp, effective as of August 19, 2020

 

 

 

SIGNATURES

 

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.

 

  PARTNERS BANCORP
  (Registrant)
     
  By:   /s/ Lloyd B. Harrison, III
  Name: Lloyd B. Harrison, III
  Title: Chief Executive Officer

 

Dated: August 20, 2020

 

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