UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1) 

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 31, 2016

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File Number 000-53297

 

ENB Financial Corp

(Exact name of registrant as specified in its charter)

 

Pennsylvania		51-0661129
State or other jurisdiction of incorporation or organization		(IRS Employer Identification No.)
31 E. Main St. Ephrata, PA		17522
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code	(717) 733-4181
Securities registered pursuant to Section 12(b) of the Act:	None

 

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

 

Title of each class

Common Stock, Par Value $0.20 Per Share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o          No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o          No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x           No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x          No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer  o		Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)		Smaller reporting company  x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o          No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2016, was approximately $57,345,047.

 

The number of shares of the registrant’s Common Stock outstanding as of February 15, 2017, was 2,850,382.

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The Registrant’s Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders to be held on May 9, 2017, is incorporated into Parts III and IV hereof.

 

 

 

 

ENB FINANCIAL CORP

 

Explanatory Note

ENB Financial Corp is filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2016 (the “Report”) that was filed with the Securities and Exchange Commission on March 29, 2017 for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit), which was not included with the original filing.

This Amendment does not reflect any subsequent events occurring after the original filing date of the Report and does not modify or update in any way disclosures made in the Report except to furnish the exhibit described above that should have been attached to the original filing.

 

 

 

Part IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

(b)

EXHIBITS

 

3 (i)

Articles of Incorporation of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed with the SEC on August 11, 2016.)

 

3 (ii)

Bylaws of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on January 15, 2010.)

 

10.1

Form of Deferred Income Agreement. (Incorporated herein by reference to Exhibit 10.1 of the Corporation’s Form 10-Q, filed with the SEC on August 13, 2008.)

 

10.2

2011 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.2 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 29, 2012.)

 

10.3

2010 Non-Employee Directors’ Stock Plan (Incorporated herein by reference to Exhibit 10 of the Corporation’s Form S-8 filed with the SEC on June 4, 2010.)

 

11

Statement re: Computation of Earnings per Share as found on pages 30 and 77 of this 2016 Form 10-K filing, which is included herein. *

 

12

Statement re: Computation of Ratios as found on page 30 of this 2016 Form 10-K filing, which is included herein. *

 

14

Code of Ethics Policy of Registrant as amended March 11, 2009. (Incorporated herein by reference to Exhibit 14 of the Corporation’s Form 10-K filed with the SEC on March 12, 2009.)

 

21

Subsidiaries of the Registrant *

 

23

Consent of Independent Registered Public Accounting Firm*

 

31.1

Section 302 Chief Executive Officer Certification (Required by Rule 13a-14(a)/15a-14(a)).

 

31.2

Section 302 Principal Financial Officer Certification (Required by Rule 13a-14(a)/15a-14(a)).

 

32.1

Section 1350 Chief Executive Officer Certification (Required by Rule 13a-14(b)).

32.2

Section 1350 Principal Financial Officer Certification (Required by Rule 13a-14(b)).

 

101

Interactive Data File

 

*previously filed

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ENB FINANCIAL CORP
	By:	/s/    Aaron L. Groff, Jr.
		Aaron L. Groff, Jr., Chairman of the Board,
		Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

/s/  Aaron L. Groff, Jr.		Chairman of the Board,	March 29, 2017
(Aaron L. Groff, Jr.)		Chief Executive Officer and President
/s/   Scott E. Lied		Treasurer	March 29, 2017
(Scott E. Lied)		(Principal Financial Officer)
/s/    Willis R. Lefever		Director	March 29, 2017
(Willis R. Lefever)
/s/    Donald Z. Musser		Director	March 29, 2017
(Donald Z. Musser)
/s/  Susan Young Nicholas		Director	March 29, 2017
(Susan Young Nicholas)
/s/      Dr. Brian K. Reed		Director	March 29, 2017
(Dr. Brian K. Reed)
/s/     Mark C. Wagner		Director	March 29, 2017
(Mark C. Wagner)
/s/     Judith A. Weaver		Director	March 29, 2017
(Judith A. Weaver)
/s/    Paul W. Wenger		Director	March 29, 2017
(Paul W. Wenger)
/s/     Paul M. Zimmerman, Jr.		Director	March 29, 2017
(Paul M. Zimmerman, Jr.)

 

 

EXHIBIT INDEX

 

 

Exhibit No.	Description
3(i)	Articles of Incorporation of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3(i) of the Corporation’s Form 10-Q filed with the SEC on August 11, 2016.)
3 (ii)	Bylaws of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on January 15, 2010.)
10.1	Form of Deferred Income Agreement. (Incorporated herein by reference to the Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008.)
10.2	2011 Employee Stock Purchase Plan. (Incorporated herein by reference to Exhibit 10.2 of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 29, 2012.)
10.3	2010 Non-employee Directors’ Stock Plan. (Incorporated by reference to Exhibit 10 of the Corporation’s Form S-8 filed with the SEC on June 4, 2010.)
11	Statement re: Computation of Earnings Per Share as found on pages 30 and 77 of Form 10-K, which is included herein.*
12	Statement re: Computation of Ratios as found on page 30 of Form 10-K, which is included herein. *
14	Code of Ethics Policy of Registrant as amended March 11, 2009. (Incorporated herein by reference to Exhibit 14 of the Corporation’s Form 10-K filed with the SEC on March 12, 2009)
21	Subsidiaries of the Registrant*
23	Consent of Independent Registered Public Accounting Firm*
31.1	Section 302 Chief Executive Officer Certification (Required by Rule 13a-14(a)).
31.2	Section 302 Principal Financial Officer Certification (Required by Rule 13a-14(a)).
32.1	Section 1350 Chief Executive Officer Certification (Required by Rule 13a-14(b)).
32.2	Section 1350 Principal Financial Officer Certification (Required by Rule 13a-14(b)).
101	Interactive Data File

 

*previously filed