Blueprint
As filed with the Securities and Exchange Commission on February 7,
2017
Registration No. 333-215245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
OLD LINE BANCSHARES, INC.
(Exact name of Registrant
as specified in its charter)
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Maryland
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20-0154352
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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1525 Pointer Ridge Place
Bowie, Maryland 20716
(301) 430-2500
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
James W. Cornelsen
President and Chief Executive Officer
Old Line Bancshares, Inc.
1525 Pointer Ridge Place
Bowie, Maryland 20716
(301) 430-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Frank C. Bonaventure, Jr.
Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC
100 Light Street
Baltimore, MD 21202
(410) 862-1141
(443) 263-7505 (Fax)
Approximate date of commencement of proposed sale to the
public: From time to time after
the effective date of this registration statement as determined by
market conditions and other factors.
If
the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box: ☒
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If
this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
☐
If
this Form is a post-effective amendment to a registration statement
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box.
☐
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.
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Large accelerated filer
☐
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Accelerated
filer ☒
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Non-accelerated filer (Do not check if a
smaller reporting company) ☐
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Smaller
reporting company ☐ |
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state or jurisdiction where the offer or sale is
not permitted.
Subject to Completion
Preliminary Prospectus Dated February 7, 2017
PROSPECTUS
Old Line Bancshares, Inc.
Common Stock
Preferred Stock
Warrants
Units
Debt Securities
We
may offer and sell from time to time, together or separately, in
one or more offerings, any combination of the securities listed
above. The securities we may offer may be convertible into or
exchangeable for other securities. The maximum aggregate initial
public offering price of the securities offered through this
prospectus is $100,000,000.
This
prospectus provides a general description of these securities. We
will provide the specific terms of the securities offered in
supplements to this prospectus at the time we offer the securities.
This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement. The prospectus supplement
and any related free writing prospectus may also add, update or
change information contained in this prospectus. Please read this
prospectus, the applicable prospectus supplement and any related
free writing prospectus, as well as any documents incorporated by
reference in this prospectus or any prospectus supplement,
carefully before you invest in any of our securities.
The
securities may be offered directly by us on a continuous or delayed basis, through
agents designated from time to time by us, to or through dealers or underwriters, or
directly to purchasers. The prospectus supplement for each offering
of securities will describe in detail the plan of distribution for
that offering. If any agents, dealers or underwriters are
involved in the sale of any of the securities, their names, and any
applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from
the information set forth, in the applicable prospectus supplement.
See the sections of this prospectus entitled “About This
Prospectus” and “Plan of Distribution” for more
information. Net proceeds from the
sale of securities will be set forth in the applicable prospectus
supplement.
Our
common stock is listed on The Nasdaq Stock Market, LLC under the
symbol “OLBK.”
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The securities offered by this prospectus are not savings accounts,
deposits or other obligations of any bank and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.
_______________
Investing in the securities offered by this prospectus involves
risks. See “Risk Factors” referred to on
page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is _________ __,
2017.
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TABLE OF CONTENTS
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Page
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ABOUT THIS PROSPECTUS
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1
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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OLD LINE BANCSHARES, INC.
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3
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RISK FACTORS
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5
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USE OF PROCEEDS
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RATIO OF EARNINGS TO FIXED CHARGES
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THE SECURITIES WE MAY OFFER
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DESCRIPTION OF OUR COMMON STOCK
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DESCRIPTION OF OUR PREFERRED STOCK
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DESCRIPTION OF WARRANTS
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10
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DESCRIPTION OF UNITS
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DESCRIPTION OF DEBT SECURITIES
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CERTAIN ANTI-TAKEOVER PROVISIONS
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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28
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EXPERTS
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No dealer, salesperson or other person has been authorized to give
any information or to make any representations in connection with
the offer made by this prospectus or any prospectus supplement or
any free writing prospectus other than those contained in, or
incorporated by reference in, this prospectus or any prospectus
supplement or related free writing prospectus, and if given or
made, such information or representations must not be relied upon
as having been authorized by us or any agent, underwriter or
dealer. This prospectus, any prospectus supplement or any free
writing prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make an offer or
solicitation in such jurisdiction. The delivery of this prospectus,
any prospectus supplement or any free writing prospectus or any
sale of a security at any time does not imply that the information
contained herein or therein is correct as of any time subsequent to
their respective dates.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission (the
“SEC”) using a “shelf” registration
process. Under this shelf registration process, we may sell any
combination of the securities described in this prospectus as being
offered, from time to time in one or more offerings, up to a total
dollar amount of $100,000,000.
This
prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide a prospectus supplement that will contain specific
information about all of the terms of that offering. We may also
authorize one or more free writing prospectuses to be provided to
you that may contain material information relating to that
offering. The applicable prospectus supplement (and any related
free writing prospectus that we may authorize to be provided to
you) may also add, update or change information contained in this
prospectus or in the documents that we have incorporated by
reference. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits to the
registration statement. You should read this prospectus and the
applicable prospectus supplement and any related free writing
prospectus together with additional information from the sources
described in “Where You Can Find More Information” and
“Incorporation of Certain Documents by Reference” in
this prospectus. You should not assume that the information in this
prospectus, the prospectus supplements, any free writing prospectus
or any document incorporated by reference is accurate as of any
date other than the date of the applicable document.
You should rely only on the
information contained or incorporated by reference in this
prospectus, any free writing prospectus and any prospectus
supplement. We have not
authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that
the information contained in or incorporated by reference in this
prospectus or a prospectus supplement is accurate as of any date
other than their respective dates. Our business, financial
condition, results of operations and prospects may have changed
since that date.
References
to “we,” “us,” “our,”
“Old Line Bancshares” or the “Company”
refer to Old Line Bancshares, Inc. and its subsidiaries, unless the
context otherwise requires, and references to the
“Bank” refer to Old Line Bank. The term
“you” refers to a prospective investor.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). In particular,
the statements presented herein with respect to the expected
reduction in certain non-interest expenses resulting from the
closing of three branches on September 30, 2016 as well as the
elimination of a number of positions during the second quarter of
2016, and the expecting timing of the pending merger with DCB
Bancshares, Inc., may constitute forward-looking statements. We may
also include forward-looking statements in other statements that we
make.
Forward-looking
statements include statements with respect to our belief, plans,
objectives, goals, expectations, anticipations, assumptions,
estimates, intensions and future performance, including our growth
strategy and expansion plans, including potential acquisitions.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may be beyond or control,
and which may cause our actual results, performance or achievements
to be materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements.
All statements that are not descriptions of
historical facts are forward-looking statements. Forward-looking
statements often use words such as “believe,”
“expect,” “plan,” “may,”
“will,” “should,” “project,”
“contemplate,” “anticipate,”
“forecast,” “intend” or other words of
similar meaning. You can also identify them by the fact that they
do not relate strictly to historical or current facts. Factors that
could cause actual results and performance to differ from those
expressed in any of our forward-looking statements include, but are
not limited to, among others: those that may be set forth in any
accompanying prospectus supplement and those included in our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and other
factors described in our periodic reports we file with the
SEC our ability to retain key personnel; our ability to
successfully implement our growth and expansion strategy; risk of
loan losses; that the allowance for loan losses may not be
sufficient; that changes in interest rates and monetary policy
could adversely affect Old Line Bancshares; that changes in
regulatory requirements and/or restrictive banking legislation may
adversely affect Old Line Bancshares; that the market value of our
investments could negatively impact stockholders’ equity;
risks associated with or lending limit; expenses associated with
operating as a public company; deterioration in general economic
conditions or a return to recessionary conditions; and changes in
competitive, governmental, regulatory, technological and other
factors that may affect us specifically or the banking industry
generally. For a more complete
discussion of some of these risks and uncertainties see “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2015, and in other filings we may
make.
Our
actual results and the actual outcome of our expectations and
strategies could differ materially from those anticipated or
estimated because of these risks and uncertainties and you should
not put undue reliance on any forward-looking statements. All
forward-looking statements speak only as of the date made and we
undertake no obligation to update the forward-looking statements to
reflect factual assumptions, circumstances or events that have
changed after we have made the forward-looking
statements.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement on Form S-3 under the Securities Act for the securities
being offered under this prospectus. This prospectus, which is part
of the registration statement, does not contain all of the
information set forth in the registration statement and
accompanying exhibits. This prospectus contains descriptions of
certain documents that are exhibits to the registration statement.
The statements as to the contents of such exhibits, however, are
brief descriptions and are not necessarily complete, and each
statement is qualified in all respects by reference to such
agreement or document. In addition, we are subject to the
informational requirements of the Exchange Act. Accordingly, we
file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information that we may file with the SEC at
the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and
information statements and other information about issuers that
file electronically with the SEC. The address of the SEC’s
Internet site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SEC
rules allow us to “incorporate by reference” into this
prospectus much of the information we file with the SEC, which
means that we can disclose important information to you by
referring you to those publicly available documents. The information that we incorporate by reference
is considered to be a part of this prospectus, and the information
we later file with the SEC that is incorporated by reference in
this prospectus will automatically update information previously
contained in this prospectus and any incorporated document. Any
statement contained in this prospectus or in a document
incorporated by reference in this prospectus will be deemed
modified or superseded to the extent that a later statement
contained in this prospectus or in an incorporated document
modifies or supersedes such earlier statement.
This prospectus incorporates by reference the
documents listed below that we have filed with the SEC and
any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the
initial registration statement of which this prospectus is a part
and prior to effectiveness of the registration statement and (ii)
after the effectiveness of such registration statement and prior to
the sale of all the securities covered by this prospectus
(in each case excluding any portion of
these documents that has been furnished to and deemed not to be
filed with the SEC):
●
our Annual Report
on Form 10-K for the year ended December 31, 2015, filed with the
SEC on March 11, 2016;
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our definitive
proxy statement for our annual meeting of stockholders held
May 25, 2016, filed with the SEC on April 25,
2016;
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our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2016, June
30, 2016 and September 30, 2016, filed with the SEC respectively on
May 6, 2016, August 5, 2016 and November 4, 2016; and
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our Current Reports
on Form 8-K filed on May 31, 2016, June 1, 2016, July 6, 2016,
August 9, 2016 (solely with respect to Item 8.01), August 11, 2016,
August 15, 2016 and September 2, 2016.
Any
statement contained in a document that is incorporated by reference
will be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this document (or in any other
document that is subsequently filed with the SEC and incorporated
by reference) modifies or is contrary to that previous
statement.
Any
documents incorporated by reference into this prospectus are
available without charge to you on the Internet
at www.oldlinebank.com or if you call or write to: Mark
A. Semanie, Executive Vice President and Chief Operating Officer,
Old Line Bancshares, Inc., 1525 Pointer Ridge Place, Bowie,
Maryland 207176, telephone: (301) 430-2500. The
reference to our website is not intended to be an active link and
the information on our website is not, and you must not consider
the information to be, a part of this prospectus.
We
have filed a registration statement with the SEC relating to the
securities offered by this prospectus. This prospectus,
which constitutes part of the registration statement, does not
contain all of the information presented or incorporated by
reference in the registration statement and its exhibits. You may
obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC as described above. The
registration statement may contain additional information that may
be important to you.
OLD LINE BANCSHARES, INC.
General
We were
incorporated under the laws of the State of Maryland on April 11,
2003 to serve as the holding company of Old Line Bank. Our primary
business is to own all of the capital stock of Old Line
Bank.
We are
headquartered in Bowie, Maryland, approximately ten miles east of
Andrews Air Force Base and 20 miles east of Washington, D.C. We
engage in a general commercial banking business, making various
types of loans and accepting deposits. We market our financial
services to small to medium sized businesses, entrepreneurs,
professionals, consumers and high net worth clients. Our current
market area consists of the suburban Maryland counties of Anne
Arundel, Calvert, Charles, Montgomery, Prince George’s and
St. Mary’s (Washington, D.C. suburbs) and Baltimore and
Carroll (Baltimore City suburbs).
Our
principal source of revenue is interest income and fees generated
by lending and investing funds on deposit. We typically balance the
loan and investment portfolio towards loans. Generally speaking,
loans earn more attractive returns than investments and are a key
source of product cross sales and customer referrals. Our loan and
investment strategies balance the need to maintain adequate
liquidity via excess cash or federal funds sold with opportunities
to leverage our capital appropriately.
Old
Line Bank is a trust company chartered by the State of Maryland.
Old Line Bank was originally chartered in 1989 as a national bank
under the title “Old Line National Bank.” Old Line Bank
converted to a Maryland chartered trust company exercising the
powers of a commercial bank in June 2002, and does not exercise
trust powers - its regulatory structure is the same as a Maryland
chartered commercial bank. Old Line Bank is regulated by the
Maryland Commissioner of Financial Regulation (the
“Commissioner”) and by the Federal Deposit Insurance
Corporation (“FDIC”) and is subject to regulation,
supervision and regular examination by the Commissioner and the
FDIC. Old Line Bank’s deposits are insured to the maximum
legal limits by the FDIC.
In June
2012, we established Old Line Financial Services as a division of
Old Line Bank and hired an individual with over 25 years of
experience to manage this division. Old Line Financial Services
allows us to expand the services we provide our customers to
include retirement planning and products. Additionally, this
division offers investment services including investment
management, estate and succession planning and allows our customers
to directly purchase individual stocks, bonds and mutual funds.
Through this division customers may also purchase life insurance,
long term care insurance and key man/woman insurance.
As of
December 31, 2016, we had consolidated assets, deposits and
stockholders’ equity of approximately $1.7 billion, $1.3
billion and $150.7 million, respectively.
Our
principal executive offices are located at 1525 Pointer Ridge
Place, Bowie, Maryland 20716. Our telephone number is (301)
430-2500. Our website address is www.oldlinebank.com. The
information on our website is not part of this
prospectus.
Recent and Pending Acquisitions
Regal
Bancorp, Inc. On December 4,
2015, we completed our acquisition of Regal Bancorp, Inc., the
parent company of Regal Bank & Trust (“Regal
Bank”). Immediately thereafter Regal Bank was merged with and
into Old Line Bank, with Old Line Bank the surviving bank. We
acquired Regal Bank’s three branches in the merger,
facilitating Old Line Bank’s entry into the Baltimore County
and Carroll County, Maryland markets. The merger strengthened Old
Line Bank’s status as the third largest independent
commercial bank based in Maryland, with assets of more than $1.5
billion at closing and 23 full service branches serving eight
Maryland counties.
WSB
Holdings, Inc. On May 10, 2013, Old Line
Bancshares acquired WSB Holdings, Inc., the parent company of
The Washington Savings Bank, F.S.B. (“WSB”). In
connection with the acquisition, WSB was merged with and into Old
Line Bank, with Old Line Bank the surviving bank. We acquired five
WSB branches, its headquarters building and its established mortgage origination
group in this acquisition. The mortgage origination group
originates residential real estate loans for our portfolio and
loans classified as held for sale to be sold in the secondary
market. Two of the acquired branches were closed on December 31,
2014 and two more have been targeted for closure in September 2016,
as discussed below under “— Recent Developments —
2016 Organizational Review.” This acquisition increased Old
Line Bancshares, Inc.’s total assets by more than
$310 million immediately after closing.
Maryland
Bankcorp, Inc. On April 1, 2011, Old Line
Bancshares acquired Maryland Bankcorp, Inc., the parent
company of Maryland Bank & Trust Company, N.A.
(“MB&T”). In connection with the acquisition,
MB&T was merged with and into Old Line Bank, with Old Line Bank the
surviving bank. The acquisition of MB&T’s ten
full-service branches expanded our market presence in Calvert and
St. Mary’s Counties. The acquisition increased Old Line
Bancshares’ total assets by more than $345 million
immediately after closing to approximately $750 million. Two
of the acquired branches were closed on December 31,
2014.
DCB
Bancshares, Inc. On February 1, 2017, Old Line
Bancshares entered into an Agreement and Plan of Merger with DCB
Bancshares, Inc. (“DCB”), the parent company of
Damascus Community Bank. Pursuant to the terms of the Agreement and
Plan of Merger, upon the consummation of the merger, all
outstanding shares of DCB common stock will be exchanged for shares
of common stock of Old Line Bancshares. We expect the merger to
close during the second quarter of 2017.
Recent Developments
2016 Organizational Review
In June
2016, our management conducted an organizational review that
identified areas of job overlap as well as areas requiring improved
staffing efficiencies. As a part of this process several
departments were identified for small strategic reductions in order
to maintain competitive efficiency levels. The implementation of
this organizational review is expected to produce quarterly savings
in salaries, benefits and taxes of approximately
$285,000.
In
addition, on July 5, 2016, we announced plans to realign Old Line
Bank’s branch offices within our market area, which includes
the closing and consolidation of three branches. We closed the
Accokeek, Bowie-Mitchellville Road and Odenton branches on
September 30, 2016, which is expected to further reduce salaries
and benefits, taxes and operational expenses. These closings and
consolidations are a result of an evaluation that measured
near-term growth potential in the current locations as well as Old
Line Bank’s ability to continue to service clients’
needs at nearby locations.
Pointer Ridge
On
August 19, 2016, Old Line Bank purchased the aggregate 37.5%
interest in Pointer Ridge Office Investment, LLC (“Pointer
Ridge”) not held by Old Line Bancshares for an aggregate of
$280,139 pursuant to Agreements of Purchase and Sale of Membership
Interests that the Bank entered into with each of the prior owners
of the remaining (in aggregate) 37.5% interest in Pointer Ridge.
Pointer Ridge owns our headquarters building, which we lease from
Pointer Ridge.
An
entity controlled by Frank Lucente, a director of Old Line
Bancshares and Old Line Bank, owned 12.50% of Pointer Ridge and
therefore received at the closing of the transaction a portion of
the purchase price equal to $93,380.
On
September 2, 2016, we paid off the entire $5.8 million principal
amount of a promissory note previously issued by Pointer Ridge, for
which Old Line Bancshares had guaranteed payment of up to 62.50% of
any loan payments plus any costs the lender incurred resulting from
any omissions or alleged acts by Pointer Ridge. Upon the
Bank’s purchase of the remaining 37.5% interest in Pointer
Ridge, the entire principal amount of the promissory note, which
matured on September 5, 2016, became our obligation.
At a
later date, we intend to transfer Old Line Bancshares’
ownership interest in Pointer Ridge to the Bank and then dissolve
Pointer Ridge.
RISK FACTORS
An
investment in our securities involves a high degree of risk. Prior
to making a decision about investing in our securities, you should
carefully read and consider the risks, uncertainties and
assumptions discussed under Item 1A, “Risk Factors,” in
our Annual Report on Form 10-K for the fiscal year ended December
31, 2015 and any updates described in our subsequent Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, all of which are incorporated herein by reference and may
be amended, supplemented or superseded from time to time by other
reports we file with the Commission in the future, together with
information in this prospectus and any other information
incorporated by reference into this prospectus. See the section of
this prospectus entitled “Where You Can Find More
Information.” The risks and uncertainties we have described
are not the only ones we face. Additional risks and uncertainties
not presently known to us or that we currently consider immaterial
may also affect our business and operations. If any of the risks
described in our SEC filings or any prospectus supplement or any
additional risks actually occur, our business, financial condition,
results of operations and cash flows could be materially and
adversely affected. In that case, the value of our securities could
decline substantially and you could lose all or part of your
investment in the offered securities.
USE OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from
the sale of the securities offered hereby. Unless otherwise
specified in the applicable prospectus supplement or any related
free writing prospectus, we currently expect to use the net
proceeds of our sale of securities for general corporate
purposes.
General
corporate purposes may include, among other purposes: contribution
to the capital of our bank subsidiary to support its lending and
investing activities; repayment of our debt; redemption of our
capital stock; to support or fund acquisitions of other
institutions or branches as and if opportunities for such
transactions become available; and other permitted activities. We
may temporarily invest funds that we do not immediately need for
these purposes in investment securities or use them to make
payments on our borrowings.
RATIO OF EARNINGS TO FIXED CHARGES
The
following table sets forth our ratios of earnings to fixed charges
for the periods shown. We had no shares of preferred stock
outstanding during any of the periods presented in the table
below.
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Years Ending December 31,
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(Dollars in thousands except per share data)
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Fixed charges:
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Deposit
interest expense
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$4,002
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$3,051
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$4,247
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$3,402
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$3,716
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$4,235
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$4,390
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Interest
expense on borrowings
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1,182
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435
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617
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498
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486
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823
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429
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Total
Fixed Charges
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$5,184
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$3,486
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$4,864
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$3,900
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$4,202
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$5,058
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$4,819
|
|
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
|
Pre-tax
income
|
$3,253
|
$12,558
|
$15,846
|
$9,787
|
$11,349
|
$10,185
|
$7,159
|
|
Add:
Fixed charges
|
5,696
|
3,486
|
4,684
|
3,900
|
4,202
|
5,058
|
5,219
|
|
Less:
Capitalized interest
|
(512)
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Add:
Net loss - noncontrolling interest
|
0
|
5
|
4
|
38
|
92
|
65
|
148
|
|
Total
Earnings available for fixed charges
|
$18,437
|
$16,049
|
$20,534
|
$13,725
|
$15,643
|
$15,308
|
$12,526
|
|
Ratio
of earnings to total fixed charges
|
3.56
|
4.60
|
4.22
|
3.52
|
3.72
|
3.03
|
2.60
|
|
Ratio
of earnings to fixed charges less interest on deposits
|
0.23
|
0.12
|
0.13
|
0.13
|
0.12
|
0.16
|
0.09
|
For
purposes of computing the ratios, earnings represent income before
income taxes plus fixed charges.
THE SECURITIES WE MAY OFFER
The
securities that we may offer from time to time through this
prospectus are:
●
preferred
stock, which we may issue in one or more series;
●
warrants
entitling the holders to purchase common stock or preferred
stock;
●
debt
securities, which we may issue in one or more series.
We
will describe in a prospectus supplement that we will deliver with
this prospectus the terms of particular securities that we may
offer in the future. This prospectus may not be used to offer or
sell any securities unless accompanied by a prospectus supplement.
In each prospectus supplement we will include, if relevant and
material, the following information:
●
the
type and amount of securities that we propose to sell;
●
the
offering price of the securities;
●
redemption,
conversion, exercise, exchange, transfer, settlement or sinking
fund terms, if any;
●
conversion,
exchange or settlement prices or rates, if any, and, if applicable,
any provisions for changes to or adjustments in the conversion,
exchange or settlement prices or rates and in the securities or
other property receivable upon conversion, exchange or
settlement;
●
voting
or other rights, if any;
●
the
names of the underwriters, agents or dealers, if any, through or to
which we will sell the securities;
●
compensation,
if any, of those underwriters, agents or dealers;
●
details
regarding over-allotment options, if any;
●
the
net proceeds to us;
●
information
about any securities exchange or automated quotation system on
which the securities will be listed or traded;
●
the
material United States federal income tax considerations applicable
to the securities;
●
any
material risk factors associated with the securities;
and
●
any
other material information about the offer and sale of the
securities.
In
addition, the applicable prospectus supplement and any related free
writing prospectus may add, update or change the information
contained in this prospectus or in the documents we have
incorporated by reference.
DESCRIPTION OF OUR COMMON STOCK
The following description sets forth certain general terms and
provisions of our common stock. The statements below describing the
common stock are in all respects subject to and qualified in their
entirety by reference to the applicable provisions of our articles
of incorporation (“articles”) and bylaws.
General
Old
Line Bancshares is currently authorized to issue 25,000,000 shares
of common stock, par value $0.01 per share. As of February 6, 2017,
we had 10,915,914.5 shares of common stock issued and outstanding.
Subject to the rights of holders of preferred stock or any other
stock with superior dividend rights, holders of our common stock
are entitled to receive dividends if and when our board of
directors declares dividends from funds legally
available. In addition, holders of common stock share
ratably in our net assets upon our voluntary or involuntary
liquidation, dissolution or winding up, after distributions are
made to anyone with more senior rights. All of our outstanding
shares of common stock are fully paid and non-assessable. Any
additional shares of common stock that we issue will be fully paid
and non-assessable.
Under
Maryland law, Old Line Bancshares is not permitted to pay dividends
if, as a result, it would be unable to pay its debts as they come
due in the ordinary course of business or its total assets would be
less than the sum of its total liabilities plus the amount that
would be needed, if it were to be dissolved at the time the
dividend is paid, to satisfy the preferential rights on dissolution
of any stockholders whose preferential rights on dissolution are
superior to those stockholders receiving the dividend.
In
general, each outstanding share of common stock entitles the holder
to vote for the election of directors and on all other matters
requiring stockholder action, and each share is entitled to one
vote. Holders of common stock have no conversion, sinking fund,
redemption rights or preemptive rights to subscribe to any of our
securities.
Restrictions on Ownership
The
Bank Holding Company Act requires any “bank holding
company,” as defined in the Bank Holding Company Act, to
obtain the approval of the Board of Governors of the Federal
Reserve System (the “FRB”) before acquiring 5% or more
of our common stock. Any person, other than a bank holding company,
is required to obtain the approval of the FRB before acquiring 25%
or more of our voting stock and in certain circumstances, more than
10% of our voting stock.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock
Transfer and Trust Company. The common stock is listed
on the NASDAQ Capital Market under the symbol
“OLBK.”
DESCRIPTION OF OUR PREFERRED STOCK
We
are authorized to issue 1,000,000 shares of preferred stock, par
value $0.01 per share. As discussed below, we had previously issued
7,000 shares of our Fixed Rate Cumulative Preferred Stock, Series
A, to the U.S. Department of the Treasury, and we redeemed all such
shares of preferred stock in 2009. As a result, pursuant to our
articles of incorporation our board of directors has the power to
authorize the issuance of up to 1,000,000 shares of our preferred
stock, without stockholder approval, in one or more series or
without series. Prior to issuance of shares of each series of
preferred stock, the board of directors is required to fix for each
series the designation, preferences, voting powers, qualifications,
conversion rights, redemption provisions and special and relative
rights or privileges of each such series. As discussed below under
“Certain Anti-Takeover Provisions,” the board of
directors could authorize the issuance of shares of preferred stock
with terms and conditions that could have the effect of
discouraging a takeover or other transaction that some of our
stockholders might believe to be in their best interests or in
which they might receive a premium for their shares of common stock
over the market price of such shares.
On
December 5, 2008, we issued 7,000 shares ($7 million) of our Series
A Preferred Stock to the U.S. Department of the Treasury pursuant
to the Capital Purchase Program under the Troubled Asset Relief
Program implemented pursuant to the Emergency Economic
Stabilization Act of 2008. On July 15, 2009, we paid the U.S.
Treasury $7,058,333 to repurchase the preferred stock. The amount
paid included the liquidation value of the preferred stock and
$58,333 of accrued but unpaid dividends.
As
of the date of this prospectus, no shares of preferred stock are
outstanding.
Prior
to the issuance of preferred stock, we will amend our articles by
filing articles supplementary, which will designate the series of
preferred stock, if any, and the number of shares and terms of such
preferred stock. The issuance of any preferred stock could
adversely affect the rights of holders of common stock and,
therefore, reduce the value of the common stock.
The
terms of any preferred stock sold pursuant to the registration
statement of which this prospectus is a part will be described in
the applicable prospectus supplement (and any applicable free
writing prospectus) relating to the offering of such preferred
stock, including, where applicable:
●
title
and stated or liquidation value;
●
the
number of shares offered and the initial offering
price;
●
voting
rights and other protective provisions;
●
any
dividend rate(s), payment period(s) and/or payment date(s) or
method(s) of calculation of any of those terms that apply to those
shares;
●
the
date from which dividends will accumulate, if
applicable;
●
the
terms and amount of a sinking fund, if any, for purchase or
redemption;
●
redemption
rights, including conditions and the redemption price(s), if
applicable;
●
the
terms and conditions upon which shares will be convertible into
common stock or any other securities, including the conversion
price, rate or other manner of calculation, conversion period and
anti-dilution provisions, if applicable;
●
the
terms and conditions upon which shares will be exchangeable for
debt securities or any other securities, including the exchange
price, rate or other manner of calculation, exchange period and any
anti-dilution provisions, if applicable;
●
the
relative ranking and preference as to dividend rights and rights
upon liquidation, dissolution or the winding up of our affairs,
including liquidation preference amount;
●
any
limitation on issuance of any series of preferred stock ranking
senior to or on a parity with that series of preferred stock as to
dividend rights and rights upon liquidation, dissolution or the
winding up of our affairs;
●
the
condition and restrictions, if any, on the payment of dividends or
on the making of other distributions on, or the purchase,
redemption or other acquisition by us or any subsidiary, of the
common stock or any other class of our shares ranking junior to
such shares as to dividends or upon liquidation;
●
the
conditions and restrictions, if any, on the creation of
indebtedness of us or any subsidiary, or on the issuance of any
additional stock ranking on a parity with or prior to such shares
as to dividends or upon liquidation; and
●
any
other specific terms, preferences, rights, privileges, limitations
or restrictions.
The
transfer agent and registrar for the preferred stock will be set
forth in the applicable prospectus supplement.
DESCRIPTION OF WARRANTS
We
may issue warrants for the purchase of common stock or preferred
stock and may issue warrants independently or together with common
stock, preferred stock or debt securities or attached to or
separate from such securities, in one or more series. If we offer
warrants, we will describe the terms in a prospectus supplement
(and any free writing prospectus). Warrants may be offered
independently, together with other securities offered by any
prospectus supplement, or through a dividend or other distribution
to stockholders and may be attached to or separate from other
securities. Warrants may be issued under a written warrant
agreement to be entered into between us and the holder or
beneficial owner, or under a written warrant agreement with a
warrant agent specified in a prospectus supplement. A warrant agent
would act solely as our agent in connection with the warrants of a
particular series and would not assume any obligation or
relationship of agency or trust for or with any holders or
beneficial owners of those warrants.
The
applicable prospectus supplement will describe the terms of the
warrants in respect of which this prospectus is being delivered,
including, where applicable, the following:
●
the
aggregate number of warrants;
●
the
price or prices at which the warrants will be issued;
●
the
designation, number, aggregate principal amount, denominations and
terms of the securities that may be purchased on exercise of the
warrants;
●
the
designation and terms of the other securities, if any, with which
the warrants are issued and the number of the warrants issued with
each such offered security;
●
the
date, if any, on and after which the warrants and the securities
offered with the warrants, if any, will be separately
transferable;
●
the
purchase price for each security purchasable on exercise of the
warrants;
●
the
dates on which the right to purchase certain securities upon
exercise of the warrants will begin and end;
●
the
periods during which and places at which such warrants are
exercisable;
●
the
minimum or maximum amount of the warrants that may be exercised at
any one time;
●
any
anti-dilution protection provisions;
●
the
provisions, if any, for changes to or adjustments in the exercise
price of the warrants;
●
the
terms of any right that we may have to redeem or call the
warrants;
●
the
currency or currencies in which such warrants are exercisable, if
other than U.S. dollars;
●
the
effect of any merger, consolidation, sale or other transfer of our
business on the warrants and the applicable warrant
agreement;
●
the
name and address of the warrant agent, if any;
●
whether
the warrants will be issued in certificated or book-entry form;
and
●
any
other material terms, including terms, procedures and limitations
relating to the transferability, exchange, exercise or amendment of
such warrants.
Until
any warrants to purchase our securities are exercised, holders of
the warrants will not have any rights of holders of the underlying
securities.
DESCRIPTION OF UNITS
We
may issue units consisting of two or more other constituent
securities. These units may be issuable, and for a specified period
of time may be transferable, only as a single security, rather than
as the separate constituent securities comprising such units. If we
offer units, we will describe the terms in a prospectus supplement
(and any free writing prospectus). Units may be issued under a
written unit agreement to be entered into between us and the holder
or beneficial owner, or we could issue units under a written unit
agreement with a unit agent specified in a prospectus supplement. A
unit agent would act solely as our agent in connection with the
units of a particular series and would not assume any obligation or
relationship of agency or trust for or with any holders or
beneficial owners of those units.
Each
unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
included security.
The
following are some of the unit terms that could be described in a
prospectus supplement:
●
the
title of the units;
●
the
aggregate number of units offered;
●
identification
and description of the separate constituent securities comprising
the units;
●
the
price or prices at which the units will be issued;
●
the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
●
the
designation and terms of the units and of the securities comprising
the units, including whether and under what circumstances those
securities may be held or transferred separately;
●
the
effect of any merger, consolidation, sale or other transfer of our
business on the units and the applicable unit
agreement;
●
any
provisions for the issuance, payment, settlement, transfer or
exchange of the units or the securities comprising those
units;
●
the
name and address of the unit agent, if any;
●
whether
the units will be issued in certificated or book-entry form;
and
●
any
other material terms of the units and their constituent securities,
including procedures and limitations relating to the
transferability, exchange, exercise or amendment of such units and
the constituent securities comprising the units.
The
provisions described in this section, as well as those described
under “Description of Our Common Stock,”
“Description of Our Preferred Stock,”
“Description of Warrants” and “Description of
Debt Securities” will apply to each unit and to any common
stock, preferred stock, warrant or debt security included in each
unit, respectively.
Unless
otherwise provided in the applicable prospectus supplement, any
unit agreements will be governed by the laws of the State of
Maryland. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or
transferred separately, at any time or at any time before a
specified date. We will file as an exhibit to a filing with the SEC
that is incorporated by reference into this prospectus the forms of
any unit agreements containing the terms of the units being
offered. The description of units in any prospectus supplement (or
free writing prospectus) will not necessarily describe all of the
terms of the units in detail. You should read the applicable unit
agreement for a complete description of all of the terms of any
unit offered.
DESCRIPTION OF DEBT SECURITIES
General
We may issue subordinated debt securities from
time to time in one or more series under the Subordinated Indenture
dated as of August 15, 2016, by and between Old Line Bancshares,
Inc. and U.S. Bank National Association as Trustee (which we
sometimes refer to as the “base indenture”), filed as
an exhibit to the registration statement of which this prospectus
is a part, which may be supplemented or amended from time to time.
References in this prospectus to the “indenture” mean
such base indenture as so supplemented or amended. This
section summarizes terms that apply generally to all debt
securities and series of debt securities that may be issued
hereunder. If we offer subordinated
debt securities, we will describe most of the financial and
other specific terms of your series in the prospectus supplement
for that series. Those terms may vary from the terms described
here.
As you
read this section, please remember that the specific terms of your
debt security as described in your prospectus supplement will
supplement and, if applicable, modify or replace the general terms
described in this section. If there are any differences between
your prospectus supplement and this prospectus with respect to your
debt security, your prospectus supplement will control. Thus, the
statements we make in this section may not apply to your debt
security.
The
indenture will contain the full legal text of the matters described
in this section. Because this section is a summary, it does not
describe every aspect of the debt securities or the indentures.
This summary is subject to and is qualified in its entirety by
reference to all the provisions of the indentures, including
definitions of terms used in such indenture. Your rights are
defined by the terms of any applicable indenture, not the summary
provided herein. This summary also is subject to and qualified by
reference to the description of the particular terms of a
particular series of debt securities described in the applicable
prospectus supplement or supplements, and any supplemental
indenture entered into in connection with that series of debt
securities. There may be other provisions that also are important
to you.
Unless
otherwise stated in the applicable prospectus supplement, we will
not be limited in the amount of debt securities that we may issue,
and no series of subordinated debt securities will be secured by
any of our property or assets. Thus, by owning debt securities, you
are one of our unsecured creditors, unless otherwise provided in a
supplemental indenture.
The
debt securities will be our direct obligations. We are a holding
company and conduct substantially all of our operations through
subsidiaries. As a result, claims of holders of the debt securities
will generally have a junior position to claims of creditors of our
subsidiaries (including Old Line Bank), except to the extent that
we may be recognized as a creditor of those subsidiaries. In
addition, our right to participate as a stockholder in any
distribution of assets of any subsidiary (and thus the ability of
holders of the debt securities to benefit as creditors of the
company from such distribution) is junior to creditors of that
subsidiary.
Some
of the debt securities may be issued as original issue discount
debt securities (the “Original Issue Discount
Securities”). Original Issue Discount Securities bear no
interest or bear interest at below market rates and will be sold at
a discount below their stated principal amount. The prospectus
supplement relating to an issue of Original Issue Discount
Securities will contain information relating to U.S. Federal income
tax, accounting, and other special considerations applicable to
Original Issue Discount Securities.
We
will set forth in the prospectus supplement the terms on which a
series of debt securities may be convertible into or exchangeable
for our common stock or other securities of ours or a third party,
including the conversion or exchange rate, as applicable, or how it
will be calculated, and the applicable conversion or exchange
period. We will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our
option. We may include provisions pursuant to which the number of
our securities or the securities of a third party that the holders
of the series of debt securities receive upon conversion or
exchange would, under the circumstances described in those
provisions, be subject to adjustment, or pursuant to which those
holders would, under those circumstances, receive other property
upon conversion or exchange, for example in the event of our merger
or consolidation with another entity.
We
will generally have no obligation to repurchase, redeem, or change
the terms of debt securities upon any event (including a change in
control) that might have an adverse effect on our credit
quality.
Terms of Debt Securities to be Included in the Prospectus
Supplement
The
particular terms of a series of debt securities and the extent, if
any, to which the particular terms of the issue modify the terms of
the applicable indenture will be described in the accompanying
prospectus supplement relating to such series of debt securities.
That description will contain all or some of the following, as
applicable:
●
the
title of the debt securities;
●
the
aggregate principal amount of the debt securities being offered,
the aggregate principal amount of debt securities outstanding, and
any limit on the principal amount, including the aggregate
principal amount of debt securities authorized;
●
the
terms and conditions, if any, upon which the debt securities are
convertible into our common stock, preferred stock or other
securities, including the conversion price or its manner of
calculation, the conversion period, provisions as to whether
conversion will be at our option or the option of the holders, the
events requiring an adjustment to the conversion price and
provisions affecting conversion in the event of the redemption of
the debt securities;
●
the
percentage of the principal amount at which we will issue the debt
securities and, if other than the principal amount of the debt
securities, the portion of the principal amount payable upon
declaration of acceleration of their maturity, or, if applicable,
the portion of the principal amount of the debt securities that is
convertible into our capital stock, or the method for determining
the portion;
●
the
denominations of the debt securities, if other than denominations
of an integral multiple of $1,000;
●
the
date or dates, or the method for determining the date or dates, on
which the principal of the debt securities will be payable and the
amount of principal payable on the debt securities;
●
the
interest rate or rates, which may be fixed or variable, at which
the debt securities will bear interest, if any, or the method for
determining the interest rate or rates, the date or dates from
which the interest will accrue or the method for determining the
date or dates, the interest payment dates on which any interest
will be payable and the regular record dates for the interest
payment dates or the method for determining the dates, the person
to whom interest should be payable, and the basis for calculating
interest if other than that of a 360-day year consisting of twelve
30-day months;
●
our
right, if any, to extend the principal payment date or dates and
the duration of that extension;
●
our
right, if any, to defer payment of interest and the maximum length
of any such deferral period;
●
the
place or places where the principal of, and any premium or
make-whole amount, any interest on, and any additional amounts
payable in respect of, the debt securities will be payable, where
holders of debt securities may surrender for registration of
transfer or exchange, and where holders may serve notices or
demands to or upon us in respect of the debt securities and the
applicable indenture;
●
any
provisions for the redemption of the debt securities, the period or
periods within which, the price or prices, including any premium or
make-whole amount, at which, the currency or currencies, currency
unit or units or composite currency or currencies in which, and
other terms and conditions upon which the debt securities may be
redeemed in whole or in part at our option, if we have the
option;
●
our
obligation, if any, to redeem, repay or purchase the debt
securities pursuant to any sinking fund or analogous provision or
at the option of a holder of the debt securities, and the period or
periods within which or the date or dates on which, the price or
prices at which, the currency or currencies, currency unit or units
or composite currency or currencies in which, and other terms and
conditions upon which the debt securities will be redeemed, repaid
or purchased, in whole or in part, pursuant to the
obligation;
●
if
other than United States dollars, the currency or currencies in
which the debt securities will be denominated and payable, which
may be a foreign currency or units of two or more foreign
currencies or a composite currency or currencies;
●
whether
the amount of payments of principal of, and any premium or
make-whole amount, or any interest on the debt securities may be
determined with reference to an index, formula or other method,
which index, formula or method may be based on one or more
currencies, currency units, composite currencies, commodities,
equity indices or other indices, and the manner for determining the
amounts;
●
whether
the principal of, and any premium or make-whole amount, or any
interest or additional amounts on the debt securities are to be
payable, at our election or at the election of a holder, in a
currency or currencies, currency unit or units or composite
currency or currencies other than that in which the debt securities
are denominated or stated to be payable, the period or periods
within which, and the terms and conditions upon which, the election
may be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining the
exchange rate between the currency or currencies, currency unit or
units or composite currency or currencies in which the debt
securities are denominated or stated to be payable and the currency
or currencies, currency unit or units or composite currency or
currencies in which the debt securities are to be so
payable;
●
provisions,
if any, granting special rights to the holders of the debt
securities upon the occurrence of specified events;
●
any
additional events of default or other covenants with respect to the
debt securities;
●
any
additional terms of subordination of any series of debt
securities;
●
restrictions
on transfer, sale or other assignment, if any;
●
whether
the debt securities will be issued in registered or bearer form, or
both;
●
if the debt
securities will be issuable in global form, the depository or its
nominee with respect to the debt securities and the circumstances
under which the global security may be registered for transfer or
exchange in the name of a person other than the depository or its
nominee;
●
the
applicability, if any, of the defeasance and covenant defeasance
provisions of the applicable indenture;
●
whether the debt
securities will be sold as part of units consisting of debt
securities and other securities;
●
if the debt
securities are to be issued upon the exercise of warrants, the
time, manner and place for the debt securities to be authenticated
and delivered;
●
whether
and under what circumstances we will pay additional amounts as
contemplated in the applicable indenture on the debt securities in
respect of any tax, assessment or governmental charge and, if so,
whether we will have the option to redeem the debt securities
rather than pay the additional amounts, and the terms of the
option;
●
whether
the terms of the debt securities will require us to maintain any
interest coverage, fixed charge, cash flow-based, asset-based or
other financial ratios;
●
the
trustee, authenticating or paying agent, transfer agent or
registrar; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, and any terms that may be
required by us or advisable under applicable laws or regulations or
advisable in connection with the marketing of the debt
securities.
Consolidation, Merger or Sale
The
base indenture does not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of our property
and assets, except that any successor of ours or acquiror of such
assets must be an entity organized and validly existing under the
laws of the United States, any state thereof or the District of
Columbia or any jurisdiction thereof, and must expressly assume all
of our obligations under the debt securities and the performance of
every other covenant of the indenture on the part of the Company.
In addition, the terms of any debt securities that we may offer
pursuant to this prospectus may limit our ability to merge or
consolidate or otherwise sell, convey, transfer or otherwise
dispose of all or substantially all of our property and assets,
which terms would be set forth in the applicable prospectus
supplement and supplemental indenture.
Defaults; Events of Default
Events that Constitute an Event of Default
The
events of default under the base indenture, subject to modification
or deletion as provided in a supplemental indenture with respect to
any specific series of debt securities, include the following
events: (i) if we fail to pay interest on the debt securities as
and when due and such failure continues for 30 days; (ii) if we
fail to pay the principal of the debt securities as and when due;
(iii) if we breach any covenant or agreement contained in the
indenture and such failure continues for 90 days following notice
of the same; (iv) if a court enters an order in an involuntary
bankruptcy or insolvency proceeding with respect to us that
continues unstayed and in effect for a period of 60 consecutive
days; or (v) if we commence a bankruptcy or insolvency proceeding,
consent to the entry of an order in an involuntary bankruptcy or
insolvency proceeding, consent to the appointment of a receiver,
liquidator or similar official, make a general assignment for the
benefit of creditors or fail generally to pay our debts as they
become due.
Acceleration of Maturity; Rescission and Annulment
If an event of default with respect to debt securities of any
series occurs by reason of bankruptcy, insolvency or reorganization
involving the Company (or other events
of default to the extent set forth in, and subject to the terms of,
the applicable supplemental indenture) occurs and is
continuing, the trustee or the holders of at least 25% in aggregate
principal amount of the outstanding debt securities of that series,
by notice to us in writing, and to the trustee if notice is given
by such holders, may declare the unpaid principal amount of the
debt securities due and payable immediately.
At any
time after a declaration of acceleration with respect to any series
of debt securities has been made, and before a judgment or decree
for payment of the money due has been obtained or entered, the
holders of a majority in aggregate principal amount of the
outstanding debt securities of that series may waive all defaults
and rescind and annul such declaration and its consequences if (i)
we have paid or deposited with the trustee a sum sufficient to
pay:
●
all matured
installments of interest on the debt securities to the date of
payment; and
●
all sums paid or
advanced by the trustee under the indenture and the reasonable
compensation, expenses, disbursements and advances of the trustee,
its agents and counsel, and any other amounts due to the trustee
for compensation and indemnification as provided in the
indenture;
and
(ii) all events of default with respect to the debt securities of
such series, other than the nonpayment of the principal of, or any
premium and accrued interest on, debt securities of such series
that have become due solely by acceleration, have been cured or
waived.
Default in Payment of Principal or Interest
If we default in the payment of (i) any
installment of interest on the debt securities of any series (after
giving effect to any deferral period applicable to such series),
and such default shall have continued for 30 days, or (ii) the
principal of the debt securities of any series, then upon demand by
the trustee, we are required to pay to the trustee, for the benefit
of the holders of such debt securities, the amounts due and payable
on such debt securities for principal, any premium and
accrued interest, as well as such further amounts to cover the
costs and expenses of collection of such amounts due.
Under the base indenture there is no right of acceleration in the
case of a default in the payment of principal of or interest on any
debt securities of any series or in our non-performance of any
other obligation under the debt securities or the
indenture.
Waiver of Defaults and Events of Default
The
holders of a majority in aggregate principal amount of the
outstanding debt securities of an affected series may waive any
default or event of default with respect to such series and its
consequences, except defaults in respect of a covenant or provision
that cannot be modified or amended under the indenture without the
consent of the holder of each outstanding debt security of the
series affected. Any waiver would cure the default or event of
default.
Limitations on Enforcement of Remedies
Subject
to the terms of the indenture, if a default or event of default
under the indenture occurs and continues, the trustee would be
under no obligation to exercise any of its rights or powers under
such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have
offered the trustee reasonable indemnity. The holders of a majority
in principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series, provided
that:
●
the direction so
given by the holder (i) is not in conflict with any law or the
indenture, (ii) does not expose the trustee to personal liability,
and (iii) is not unduly prejudicial to the holders of the debt
securities of such series not joining in such direction;
and
●
the trustee may
take any other action it deems proper that is not inconsistent with
the indenture and such direction.
A
holder of the debt securities of any series will have the right to
institute a proceeding under the indenture or to appoint a receiver
or trustee, or to seek other remedies, only if:
●
such
holder has previously given written notice to the trustee of a
continuing default with respect to that series;
●
the
holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of that series shall have made written
request to the trustee to institute proceedings in respect of such
default in its own name as trustee under the
indenture;
●
such
holder or holders have offered to the trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in
complying with such request;
●
the
trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding;
and
●
no direction inconsistent with such written
request has been given to the trustee during such 60 day-period by
the holders of a majority in principal amount of the outstanding
debt securities of that series.
In any event, the base indenture provides that no
one or more of such holders will have any right under the indenture
to affect, disturb or prejudice the rights of any other holder, to
obtain priority or preference over any of the other holders or to
enforce any right under the indenture, except in the manner
provided in the indenture and for the equal and ratable benefit of
all holders of debt securities of such series.
We will
annually file statements with the trustee regarding our compliance
with the conditions and covenants in the indenture.
Subordination of the Debt Securities
The
base indenture provides that our obligation to make any payment on
account of the principal and interest on any debt securities is
subordinate and junior in right of payment to our obligations to
the holders of our Senior Indebtedness. “Senior
Indebtedness” is defined in the base indenture to mean all of
our:
●
indebtedness
for borrowed or purchased money, whether or not evidenced by bonds,
debentures, notes, or other written instruments;
●
deferred
obligations for the payment of the purchase price of property or
assets acquired other than in the ordinary course of business;
●
obligations under letters of
credit;
●
capital
lease obligations;
●
indebtedness
or other obligations with respect to interest rate swap, cap or
other agreements, interest rate future or option contracts,
currency swap agreements, currency future or option contracts,
commodity contracts and other similar agreements or arrangements
designed to protect against fluctuations in currency exchange or
interest rates;
●
any
obligations of ours to our general creditors (as defined for
purposes of the capital adequacy regulations of the FRB applicable
to us as the same may be amended or modified from time to time);
and
●
all
obligations of the type referred to in first five bullet points
above of other persons or entities for the payment of which the
Company is responsible or liable as obligor, guarantor or
otherwise, whether or not classified as a liability on a balance
sheet prepared in accordance with accounting principles generally
accepted in the United States;
in
each case, whether outstanding on the date that we entered into the
base indenture or arising after that time, and other than
obligations ranking equally with the debt securities or ranking
junior to the debt securities. Notwithstanding the foregoing, and
for the avoidance of doubt, if the FRB (or other competent
regulatory agency or authority) promulgates any rule or issues any
interpretation that defines general creditor(s), the main purpose
of which is to establish criteria for determining whether the
subordinated debt of a financial or bank holding company is to be
included in its capital, then the term “general
creditors” as used in the definition of “Senior
Indebtedness” in the indenture will have the meaning as
described in that rule or interpretation.
Indebtedness
and obligations that rank junior to the debt securities under the
terms of the base indenture include any indebtedness, the terms of
which provide that such indebtedness ranks junior in right of
payment to the debt securities, with respect to which the debt
securities rank senior in right of payment and upon
liquidation.
All
liabilities of the Bank and our other subsidiaries, including
without limitation the Bank’s depositors, liabilities to
general creditors and liabilities arising during our
subsidiaries’ ordinary course of business or otherwise, will
be effectively senior to the debt securities to the extent of the
assets of such subsidiaries. As of December 31, 2016, on a
consolidated basis, our outstanding indebtedness and other
liabilities totaled approximately $1.6 billion, which includes
approximately $1.3 billion of deposit liabilities that would be
structurally senior to the debt securities.
Over
the term of any debt securities of any series issued hereunder, we
will need to rely primarily on dividends from Old Line Bank to pay
interest and principal on our outstanding debt obligations, and to
make dividends to our stockholders and payments on our other
securities. Regulatory rules may restrict our ability to withdraw
capital from the Bank by dividends or other means.
In
the event of any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment of debt, composition or other similar
proceeding relating to us or our property, any proceeding for the
liquidation, dissolution or other winding up of us, whether
voluntary or involuntary and whether or not involving insolvency or
bankruptcy proceedings, any assignment by us for the benefit of
creditors or any other marshalling of our assets, all of our
obligations to holders of our Senior Indebtedness would be entitled
to be paid in full before any payment or distribution, whether in
cash, securities or other property, can be made on account of the
principal or interest on the debt securities. Only after payment in
full of all amounts owing with respect to Senior Indebtedness will
the holders of the debt securities, together with the holders of
any of our obligations ranking on a parity with the debt
securities, be entitled to be paid from our remaining assets the
amounts due and owing on account of unpaid principal of and
interest on the debt securities. In the event and during the
continuation of any default in the payment of the principal of, or
any premium or interest on any Senior Indebtedness beyond any
applicable grace period with respect to such Senior Indebtedness,
or in the event that any event of default with respect to any
Senior Indebtedness shall have occurred and be continuing
permitting the holders of such Senior Indebtedness (or the trustee
or agent on behalf of the holders of such Senior Indebtedness) to
declare such Senior Indebtedness due and payable prior to the date
on which it would otherwise have become due and payable, unless and
until such event of default shall have been cured or waived, or
shall have ceased to exist and such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding
shall be pending with respect to any such default in payment or
event of default, then no payment shall be made by us on account of
the principal of, or interest or any additional amounts on, the
debt securities or on account of the purchase or other acquisition
of any debt securities.
In
the event of our bankruptcy or insolvency, holders of our Senior
Indebtedness may receive more, ratably, and holders of the debt
securities may receive less, ratably, than our other creditors.
With respect to the assets of a subsidiary of ours, our creditors
(including holders of the debt securities) are structurally
subordinated to the prior claims of creditors of such subsidiary,
except to the extent that we may be a creditor with recognized
claims against such subsidiary.
Subject
to the terms of the indenture, if the trustee or any holder of any
of the debt securities of any series, in any proceeding referred to
above, receives any payment or distribution of our assets, whether
in cash, property or securities, including by way of set-off or any
such payment or distribution that may be payable or deliverable by
reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the debt securities, in
contravention of the subordination provisions applicable to such
debt securities before all Senior Indebtedness is paid in full,
then such payment or distribution will be held in trust for the
benefit of holders of Senior Indebtedness or their representatives
to the extent necessary to make payment in full in cash or payment
satisfactory to the holders of Senior Indebtedness of all unpaid
Senior Indebtedness.
We
are obligated to pay compensation to the trustee as shall be agreed
in writing between us and the trustee and to indemnify the trustee
against certain losses, liabilities or expenses incurred by the
trustee in connection with its duties relating to the debt
securities. The trustee’s claims for these payments will
generally be senior to those of the holders of the debt securities
in respect of all funds collected or held by the
trustee.
The base indenture does not contain any limitation on the amount of
Senior Indebtedness or other obligations ranking senior to or
equally with the indebtedness evidenced by the debt securities that
may be hereafter incurred by us or our subsidiaries, including Old
Line Bank.
Modification of Indenture; Waiver
The
base indenture provides that we and the trustee may modify or amend
the indenture with, or, in certain cases, without the consent of
the holders of a majority in principal amount of the outstanding
debt securities of any series; provided that any modification
or amendment may not, without the consent of each holder of the
outstanding debt securities of any series affected
thereby:
●
change
the stated maturity of the principal of, any sinking fund
obligation or any installment of interest on, any debt
security;
●
reduce the principal amount or the rate of
interest on any debt security;
●
reduce
the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required
to modify or amend the indenture, for any supplemental indenture,
or for any waiver of compliance with certain provisions of the
indenture or certain defaults and the consequences thereof under
the indenture;
●
reduce
the stated percentage of outstanding debt securities the consent of
whose holders is necessary to modify or amend the indenture with
respect to the debt securities of a relevant series;
●
extend
the time of payment of interest on the debt
securities;
●
impair (i) the
right of any holder of a debt security of any series to receive
payment of the principal and interest on such debt security on the
respective due dates thereof or (ii) the right to institute suit
for the enforcement of any payment on or with respect to the debt
securities of such holder;
●
change
any of the redemption provisions of the debt
securities;
●
change
the coin or currency for payment, of principal, or premium, if any,
with respect to, the debt securities; or
●
modify
any of the provisions with respect to subordination of the debt
securities of any series in a manner adverse to holders
thereof.
In
addition, the holders of a majority in principal amount of the
outstanding debt securities of any series may, on behalf of all
holders of such debt securities, waive compliance by us with
certain terms, conditions and provisions of the indenture, as well
as any past default and/or the consequences of default, other than
any default in the payment of principal or interest or any breach
in respect of a covenant or provision that cannot be modified or
amended without the consent of the holder of each outstanding debt
security of such series.
In
addition, we and the trustee may modify and amend the indenture
without the consent of any holders of the debt securities for any
of the following purposes:
●
to
evidence the succession of another person to the Company as obligor
under the indenture or to evidence the addition or release of any
guarantor in accordance with the indenture or any supplemental
indenture;
●
to
provide for uncertificated or unregistered debt securities and to
make all appropriate changes for such purpose, provided that such
action or actions will not adversely affect the interests of the
holders of the debt securities in any material
respect;
●
to
establish the form or terms of the debt securities and any related
coupons;
●
to
provide for the acceptance of appointment by a successor trustee or
facilitate the administration of the trust under the indenture by
more than one trustee;
●
to
cure any ambiguity or correct any inconsistency in the indenture,
provided that the cure or correction does not adversely affect the
holders of the debt securities;
●
to
add events of default for the benefit of the holders of the debt
securities;
●
to
secure or provide for the guarantee of the debt
securities;
●
to
change or eliminate any provisions of the indenture, if the change
or elimination becomes effective only when there are no debt
securities outstanding of any series created prior to the change or
elimination that are entitled to the benefit of the changed or
eliminated provision;
●
to
establish the form of the debt securities and to provide for the
issuance of any series of debt securities under the indenture and
to set forth the terms thereof, and to add to, delete from or
revise the conditions, limitations or restrictions on issue,
authentication and delivery of such debt securities;
●
to
comply with any requirements of the SEC in connection with the
qualification of the indenture under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), or to
conform any provision in the indenture to the requirements of the
Trust Indenture Act;
●
to
add to the covenants for the benefit of holders of debt securities
or to surrender any right or power conferred upon the Company in
the indenture, provided that such action shall not adversely affect
the interests of holders of the debt securities; or
●
to
make any change that does not adversely affect the legal rights
under the indenture of any holder of debt securities of any series
issued under the indenture.
Legal Defeasance and Covenant Defeasance
We may choose to either discharge our obligations
under the indenture and the debt securities of any series
in a legal defeasance or to release
ourselves from certain or all of our covenant restrictions under
the indenture and the debt securities in a covenant defeasance. We
may do so after we irrevocably deposit with the trustee for the
benefit of the holders of the debt securities sufficient cash
and/or U.S. government securities to pay the principal of (and
premium, if any) and interest and any other sums due on the stated
maturity date or a redemption date of the debt securities. If we
choose the legal defeasance option, the holders of the debt
securities will not be entitled to the benefits of the indenture
except for certain limited rights, including registration of
transfer and exchange of debt securities, replacement of lost,
stolen or mutilated debt securities and the right to receive
payments of the principal of (and premium, if any) and interest on
such debt securities when such payments are
due.
We
may discharge our obligations under the indenture or release
ourselves from covenant restrictions only if we meet certain
requirements. Among other things, we must deliver to the trustee an
opinion of our legal counsel to the effect that holders of the debt
securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amount, in the same
manner and at the same times, as would have been the case if such
deposit and defeasance had not occurred. In the case of legal
defeasance only, this opinion must be based on either a ruling
received from or published by the Internal Revenue Service or a
change in the applicable federal income tax law. We may not have a
default under the indenture or the debt securities on the date of
deposit and, under certain circumstances, 120 days after such
deposit. The discharge may not cause the trustee to have a
conflicting interest for purposes of the Trust Indenture Act and
may not result in our becoming an investment company in violation
of the Investment Company Act of 1940. The discharge may not
violate any of our agreements to which we are a party or by which
we are bound.
Any
defeasance of the debt securities pursuant to the indenture shall
be subject to our obtaining any required prior approvals of the
FRB.
Satisfaction
and Discharge
We
may discharge our obligations under the indenture and the debt
securities of any series if: (i) all outstanding debt
securities of such series have been delivered for cancellation;
(ii) (A) all outstanding debt securities of such series have
become due and payable or will become due and payable at their
stated maturity within one year or all outstanding debt
securities of such series are scheduled for redemption within one
year, and (B) we have irrevocably deposited with the trustee an
amount sufficient to pay and discharge the principal of (and
premium, if any) and interest on all outstanding debt securities
and any other sums due on the stated maturity date or such
redemption date.
Form,
Exchange and
Transfer
Pursuant to the
base indenture, we may issue
the debt securities of each series in registered or unregistered
form with or without coupons and in denominations of $1,000 and any
integral multiple of $1,000. The base indenture provides that we
may issue debt securities of a series in temporary or permanent
form, including in global form that will be deposited with, or on
behalf of, a depositary named by us, which will be identified in a
prospectus supplement or free writing prospectus with respect to
that series.
At the
option of the holder, subject to the terms of the indenture and the
limitations applicable to global securities described in the
applicable prospectus supplement or free writing prospectus, the
holder of the debt securities of any series can exchange the debt
securities for other debt securities of the same series, in any
authorized denomination and of like tenor and aggregate principal
amount.
Subject
to the terms of the indenture and the limitations applicable to
global securities set forth in the applicable prospectus supplement
or free writing prospectus, holders of the debt securities may
present the debt securities for exchange or for registration of
transfer, duly endorsed or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the
trustee duly executed by the holder, at the office of the registrar
designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange,
we will make no service charge for any registration of transfer or
exchange, but we may require payment of any taxes or other
governmental charges.
We will
name in the applicable prospectus supplement or free writing
prospectus the registrar that we designate for any debt
securities.
If we
elect to redeem the debt securities of any series, the registrar
will not be required (i) to issue, authenticate, register the
transfer of or exchange any debt securities of any series being
redeemed for a period of 15 days before a selection of such debt
securities to be redeemed or (ii) to register the transfer of or
exchange any debt securities so selected for redemption in whole or
in part.
Information Concerning the Trustee
As set
forth in the base indenture, U.S. Bank National Association will
act as the trustee under the indenture pursuant to which the debt
securities will be issued. The trustee, other than during the
occurrence and continuance of an event of default under an
indenture, undertakes to perform only those duties as are
specifically set forth in the applicable indenture. Upon an event
of default under an indenture, the trustee must use the same degree
of care as a prudent person would exercise or use in the conduct of
his or her own affairs.
Further,
the base indenture provides that,
subject to the duty of the trustee upon the occurrence of an event
of default to act with the required standard of care, the trustee
is under no obligation to exercise any of its rights or powers
under the indenture at the request or direction of any of the
holders of debt securities of any series, unless such holders shall
have offered to the trustee reasonable indemnity or security
against the costs, expenses and liabilities that may be incurred by
it in complying with such request or direction. Subject to certain
provisions, the holders of a majority in principal amount of the
outstanding debt securities of any series have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the debt
securities.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement or
free writing prospectus, we will make payment of the interest on
any debt securities on any interest payment date to the person in
whose name the debt securities are registered at the close of
business on the applicable record date for such interest
payment.
We will
pay principal of and any premium and interest on the debt
securities of a particular series at the office of the paying
agents designated by us, except that, unless we otherwise indicate
in the applicable prospectus supplement or free writing prospectus,
we may make interest payments by check that we will mail to the
holder of any registered debt securities. We will name in the
applicable prospectus supplement or free writing prospectus any
paying agents that we initially designate for the debt securities
of a particular series.
All
money we pay to a paying agent or the trustee for the payment of
the principal of or any premium or interest on any debt securities
that remains unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be
repaid to us upon our request, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing
Law
Unless
otherwise provided in the applicable prospectus supplement, the
indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York,
except to the extent that the Trust Indenture Act is
applicable.
CERTAIN ANTI-TAKEOVER PROVISIONS
Anti-Takeover Provisions in our
Articles and Bylaws
General. A number of provisions of our
articles and bylaws deal with matters of corporate governance and
certain rights of stockholders. The following discussion is a
general summary of certain provisions of our articles and bylaws
that might be deemed to have a potential
“anti-takeover” effect. The following description of
certain of the provisions of our articles and bylaws is necessarily
general and reference should be made in each case to our articles
and bylaws.
Extraordinary
Transactions. Our
articles of incorporation provide that certain “business
combination” (as defined in the articles of incorporation)
transactions between us and any person who is the beneficial owner,
directly or indirectly, of more than 15% of the shares of our
capital stock entitled to vote in the election of directors (an
“interested stockholder”) (or between us and an
affiliate of the interested stockholder) require a supermajority
vote of holders of 80% of our total outstanding shares of capital
stock unless a majority of our “disinterested
directors” (as defined in the articles of incorporation)
approve the business combination if our stockholders are not
receiving cash or other consideration in the transaction or, with
respect to all other business combination transactions, unless
certain fair price and procedural provisions are
satisfied. In general, the articles of incorporation
define a “business combination” as:
●
any
merger or consolidation of Old Line Bancshares or a subsidiary with
an interested stockholder or an affiliate of an interested
stockholder;
●
any
sale, lease, license, exchange, mortgage, pledge, transfer or other
disposition to or with any interested stockholder or any affiliate
of any interested stockholder of any our assets of having an
aggregate fair market value equal to or greater than 10% of our
assets;
●
the
issuance or transfer by us or any subsidiary of any securities
thereof to any interested stockholder or any affiliate of any
interested stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value equal to or greater than 10% of our combined assets, except
pursuant to an employee benefit plan of Old Line
Bancshares;
●
any
reclassification or recapitalization of Old Line Bancshares, any
merger or consolidation of Old Line Bancshares with any of its
subsidiaries, or any other transaction (whether or not with or into
or otherwise involving an interested stockholder) that has the
effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or
convertible securities of Old Line Bancshares or any subsidiary
that are directly or indirectly owned by any interested stockholder
or any affiliate of any interested stockholder; or
●
the
adoption of a plan or proposal for our liquidation or dissolution
proposed by or on behalf of an interested stockholder or any
affiliate of any interested stockholder.
In
general, the articles of incorporation define the term
“disinterested director” as any person who is not an
affiliate or associate of the interested stockholder and who was a
member of the board of directors prior to the time that the
interested stockholder became an interested
stockholder.
Classification of the Board of
Directors. Our
articles of incorporation and bylaws provide that we shall have not
less than five nor more than 25 directors, the exact number to be
fixed by the board of directors, and that the number of directors
may be increased or decreased by the board of
directors. Our directors are divided into three classes
- Class A, Class B and Class C - each class consisting of an equal
number of directors, or as nearly equal as possible, and each
serves for a term ending on the date of the third annual meeting
following the annual meeting at which such director was
elected. A classified board of directors promotes
continuity and stability of management but makes it more difficult
for stockholders to change a majority of the directors because it
generally takes at least two annual elections of directors for this
to occur. We believe that classification of our board of
directors helps to assure the continuity and stability of our
business strategies and policies as determined by our board of
directors.
Absence of Cumulative
Voting. There is no cumulative
voting in the election of our directors. Cumulative
voting means that holders of stock of a corporation are entitled,
in the election of directors, to cast a number of votes equal to
the number of shares that they own multiplied by the number of
directors to be elected. Because a stockholder entitled
to cumulative voting may cast all of his, her or its votes for one
nominee or disperse his, her or its votes among nominees as he, she
or it chooses, cumulative voting is generally considered to
increase the ability of minority stockholders to elect nominees to
a corporation’s board of directors.
The
absence of cumulative voting means that the holders of a majority
of our shares can elect all of the directors then standing for
election and the holders of the remaining shares will not be able
to elect any directors.
Amendment of Articles of
Incorporation and Bylaws. Our
articles of incorporation generally provide that amendments to the
articles, including those that would impact anti-takeover
provisions, must be approved by the holders of at least two-thirds
of the shares entitled to be voted on the
matter. Stockholders generally have no right to amend
the bylaws.
Removal of
Directors. Our
articles of incorporation and bylaws provide that a director may
only be removed by the affirmative vote of at least 80% of the
votes entitled to be cast in the election of directors and only for
cause.
Authorized
Shares. As indicated
above, our articles of incorporation authorize the issuance of
25,000,000 shares of common stock and 1,000,000 shares of preferred
stock. The authorization of shares of common and
preferred stock in excess of the amount issued provides our board
of directors with flexibility to effect, among other transactions,
financings, acquisitions, stock dividends, stock splits and stock
options or other stock-based compensation. The unissued
authorized shares may also be used by the board of directors
consistent with its fiduciary duty to deter future attempts to gain
control of us. As discussed further below, the board of
directors’ right to set the terms of one or more series of
preferred stock also has anti-takeover effects.
Procedures For Stockholder
Nominations. Our
bylaws provide that any stockholder desiring to make a nomination
for the election of directors must submit written notice to us
prior to the meeting. This advance notice requirement
may give management time to solicit its own proxies in an attempt
to defeat any dissident slate of nominations should management
determine that doing so is in the best interests of stockholders
generally.
Anti-Takeover Provisions in the Maryland General Corporation
Law
In
addition to the provisions contained in Old Line Bancshares’
articles and bylaws, the MGCL includes certain provisions
applicable to Maryland corporations that may have an anti-takeover
effect, including, but not limited to, the provisions discussed
below.
Business Combinations. Under the MGCL,
certain “business combinations” between a Maryland
corporation and an “Interested Stockholder” (as
described in the MGCL) are prohibited for five years after the most
recent date on which the Interested Stockholder became an
Interested Stockholder, unless an exemption is available.
Thereafter a business combination must be recommended by the board
of directors of the corporation and approved by the affirmative
vote of at least (i) 80% of the votes entitled to be cast by
holders of outstanding voting shares of the corporation and (ii)
two-thirds of the votes entitled to be cast by holders of
outstanding voting shares of the corporation other than shares held
by the Interested Stockholder with whom the business combination is
to be effected, unless the corporation’s stockholders receive
a minimum price (as described in the MGCL) for their shares and the
consideration is received in cash or in the same form as previously
paid by the Interested Stockholder for its shares.
Maryland’s
business combination statute does not apply to business
combinations that are approved or exempted by the board of
directors prior to the time that the Interested Stockholder becomes
an Interested Stockholder. In addition, Maryland’s business
combination statute does not apply to a corporation that
“opts out” of the business combination statute through
a provision in its articles of incorporation. Old Line Bancshares
has not elected to “opt out” of Maryland’s
business combination statute through such a provision.
Control Share Acquisitions. The MGCL
provides that holders of “control shares” of a Maryland
corporation acquired in a “control share acquisition”
have no voting rights with respect to the “control
shares” except to the extent approved by a vote of holders of
two-thirds of the shares entitled to be voted on the matter,
excluding shares of stock owned by the acquirer or by officers or
directors who are employees of the corporation. “Control
shares” are voting shares of stock which, if aggregated with
all other such shares of stock previously acquired by the acquirer,
or in respect of which the acquirer is able to exercise or direct
the exercise of voting power except solely by virtue of a revocable
proxy, would entitle the acquirer to exercise voting power in
electing directors within one of the following ranges of voting
power: (i) one-tenth or more but less than one-third; (ii)
one-third or more but less than a majority; or (iii) a majority of
all voting power. Control shares do not include shares the
acquiring person is then entitled to vote as a result of having
previously obtained stockholder approval. A “control share
acquisition” means the acquisition of control shares, subject
to certain exceptions.
A
person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions (including an
undertaking to pay expenses and delivery of an “acquiring
person statement”), may compel the corporation’s board
of directors to call a special meeting of stockholders to be held
within 50 days of demand to consider the voting rights of the
shares. If no request for a meeting is made, the corporation may
itself present the question at any stockholders’
meeting.
Unless
the corporation’s articles of incorporation or bylaws provide
otherwise, if voting rights are not approved at the meeting or if
the acquiring person does not deliver an acquiring person statement
within ten days following a control share acquisition then, subject
to certain conditions and limitations, the corporation may redeem
any or all of the control shares (except those for which voting
rights have previously been approved) for fair value determined,
without regard to the absence of voting rights for the control
shares, as of the date of the last control share acquisition or of
any meeting of stockholders at which the voting rights of such
shares are considered and not approved. Moreover, unless the
articles of incorporation or bylaws provides otherwise, if voting
rights for control shares are approved at a stockholders’
meeting and the acquirer becomes entitled to exercise or direct the
exercise of a majority or more of all voting power, other
stockholders may exercise dissenters’ rights. The fair value
of the shares as determined for purposes of such dissenters’
rights may not be less than the highest price per share paid by the
acquirer in the control share acquisition.
Maryland’s
control share acquisition statute does not apply to individuals or
transactions that are approved or exempted (whether generally or
specifically) in a provision of the corporation’s articles of
incorporation or bylaws before the control share acquisition
occurs. Old Line Bancshares has not approved or exempted any
individuals or transactions through such a provision.
Effect of Anti-Takeover Provisions
The
foregoing provisions of the articles of incorporation and bylaws
and Maryland law could have the effect of discouraging an
acquisition of Old Line Bancshares or stock purchases in
furtherance of an acquisition, and could accordingly, under certain
circumstances, discourage transactions that might otherwise have a
favorable effect on the price of our common stock. In addition,
such provisions may make Old Line Bancshares less attractive to a
potential acquirer and/or might result in stockholders receiving a
lesser amount of consideration for their shares of common stock
than otherwise could have been available.
Our
board of directors believes that the provisions described above are
prudent and will reduce our vulnerability to takeover attempts and
certain other transactions that are not negotiated with and
approved by our board of directors. Our board of directors believes
that these provisions are in Old Line Bancshares’ best
interests and the best interests of its stockholders. In the board
of directors’ judgment, the board of directors is in the best
position to determine Old Line Bancshares’ true value and to
negotiate more effectively for what may be in the best interests of
our stockholders. Accordingly, the board of directors believes that
it is in our best interests and in the best interests of our
stockholders to encourage potential acquirers to negotiate directly
with the board of directors and that these provisions will
encourage such negotiations and discourage hostile takeover
attempts.
Despite
the board of directors’ belief as to the benefits to Old Line
Bancshares of the foregoing provisions, these provisions also may
have the effect of discouraging a future takeover attempt in which
stockholders might receive a substantial premium for their shares
over then current market prices and may tend to perpetuate existing
management. As a result, stockholders who might desire to
participate in such a transaction may not have an opportunity to do
so. Our board of directors, however, believes that the potential
benefits of these provisions outweigh their possible
disadvantages.
PLAN OF DISTRIBUTION
We
may sell the securities offered through this prospectus in any one
or more of the following ways:
●
directly
to investors or purchasers;
●
to
investors through agents;
●
to
or through brokers, dealers or agents;
●
to
the public through underwriting syndicates led by one or more
managing underwriters;
●
to
one or more underwriters acting alone for resale to investors or to
the public;
●
through
a block trade in which the broker or dealer engaged to handle the
block trade will attempt to sell the securities as agent, but may
position and resell a portion of the block as principal to
facilitate the transaction; and
●
through
a combination of any such methods of sale.
Securities
may also be issued upon exercise of warrants. We reserve the right
to sell securities directly to investors on our own behalf in those
jurisdictions where we are authorized to do so.
The
securities may be distributed at: (1) a fixed price or prices that
may be changed; (2) market prices prevailing at the time of sale;
(3) prices related to the prevailing market prices; or (4)
negotiated prices.
Underwriters
could make sales in privately negotiated transactions and/or any
other method permitted by law, including sales deemed to be an
“at the market” offering as defined in Rule 415
promulgated under the Securities Act, which includes sales made
directly on The Nasdaq Stock Market, LLC, the existing trading
market for our common stock, or sales made to or through a market
maker other than on an exchange. We also may, from time to time,
authorize underwriters acting as their agents to offer and sell the
securities upon the terms and conditions as are set forth in the
applicable prospectus supplement. In connection with the sale of
securities, underwriters may be deemed to have received
compensation from us in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of
securities for whom they may act as agent. Underwriters may sell
securities to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for
whom they may act as agent.
The
prospectus supplement will, where applicable:
●
describe
the terms of the offering;
●
identify
any underwriters, dealers or agents;
●
identify
any managing underwriter or underwriters;
●
disclose
the purchase price of the securities;
●
disclose
the net proceeds from the sale of the securities;
●
describe
any delayed delivery arrangements;
●
describe
any underwriting discounts, commissions and other items
constituting underwriters’ compensation;
●
disclose
any initial public offering price;
●
describe
any discounts or concessions allowed or reallowed or paid to
dealers; and
●
describe
any commissions paid to agents.
Sale Through Underwriters or Dealers
If
underwriters are used in the sale, the underwriters will acquire
the securities for their own account, including through
underwriting, purchase, security lending or repurchase agreements
with us. The underwriters may resell the securities from time to
time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to
facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private
transactions and short sales. Underwriters may offer securities to
the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more firms
acting as underwriters. Unless otherwise indicated in the
prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and
the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may
change from time to time any initial public offering price and any
discounts or concessions allowed or reallowed or paid to
dealers.
If
dealers are used in the sale of securities offered through this
prospectus, we will sell the securities to them as principals. They
may then resell those securities to the public at varying prices
determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of
the transaction.
Direct Sales and Sales Through Agents
We
may sell directly the securities offered through this prospectus.
In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to
time. The prospectus supplement will name any agent involved in the
offer or sale of the offered securities and will describe any
commissions payable to the agent. Unless otherwise indicated in the
prospectus supplement, any agent will agree to use its reasonable
best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any sale of those securities.
The terms of any such sales will be described in the prospectus
supplement.
Delayed Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents,
underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price
under delayed delivery contracts. These contracts would provide for
payment and delivery on a specified date in the future. Delayed
delivery contracts will be subject only to those conditions set
forth in each applicable prospectus supplement, and each prospectus
supplement will set forth any commissions we pay for solicitation
of these contracts.
“At the Market” Offerings
We
may from time to time engage a firm to act as our agent for one or
more offerings of our securities. We sometimes refer to this agent
as our “offering agent.” If we reach agreement with an
offering agent with respect to a specific offering, including the
number of securities and any minimum price below which sales may
not be made, than the offering agent will try to sell such
securities on the agreed terms. The offering agent could make sales
in privately negotiated transactions or any other method permitted
by law, including sales deemed to be an “at the market”
offering as defined in Rule 415 promulgated under the Securities
Act, including sales made directly on The Nasdaq Stock Market LLC,
or sales made to or through a market maker other than on an
exchange. The offering agent will be deemed to be an
“underwriter” within the meaning of the Securities Act
with respect to any sales effected through an “at the
market” offering.
Market Making, Stabilization and Other Transactions
Other
than with respect to our common stock, unless the applicable
prospectus supplement states otherwise, each series of offered
securities will be a new issue and will have no established trading
market. We may elect to list any series of offered securities on an
exchange. Any underwriters that we use in the sale of offered
securities may make a market in such securities, but may
discontinue such market making at any time without notice.
Therefore, we cannot assure you that the securities will have a
liquid trading market.
To
the extent permitted by and in accordance with Regulation M under
the Exchange Act, in connection with an offering an underwriter may
engage in over-allotments, stabilizing transactions, short covering
transactions and penalty bids. Over-allotments involve sales in
excess of the offering size, which creates a short position.
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed
to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities
originally sold by the dealer are purchased in a covering
transaction to cover short positions. Those activities may cause
the price of the securities to be higher than it would be
otherwise. If commenced, the underwriters may discontinue any such
activities at any time.
To
the extent permitted by and in accordance with Regulation M under
the Exchange Act, any underwriters who are qualified market makers
on The Nasdaq Stock Market LLC may engage in passive market making
transactions in the securities on The Nasdaq Stock Market during
the business day prior to the pricing of an offering, before the
commencement of offers or sales of the securities. Passive market
makers must comply with applicable volume and price limitations and
must be identified as passive market makers. In general, a passive
market maker must display its bid at a price not in excess of the
highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when
certain purchase limits are exceeded.
Derivative Transactions and Hedging
We,
the underwriters or other agents may engage in derivative
transactions involving the securities. These derivatives may
consist of short sale transactions and other hedging activities.
The underwriters or agents may acquire a long or short position in
the securities, hold or resell securities acquired and purchase
options or futures on the securities and other derivative
instruments with returns linked to or related to changes in the
price of the securities. In order to facilitate these derivative
transactions, we may enter into security lending or repurchase
agreements with the underwriters or agents. The underwriters or
agents may effect the derivative transactions through sales of the
securities to the public, including short sales, or by lending the
securities in order to facilitate short sale transactions by
others. The underwriters or agents may also use the securities
purchased or borrowed from us or others (or, in the case of
derivatives, securities received from us in settlement of those
derivatives) to directly or indirectly settle sales of the
securities or close out any related open borrowings of the
securities.
LEGAL MATTERS
Except
as otherwise provided in any prospectus supplement, the validity of
the securities offered by this prospectus will be passed upon for
us by Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.,
Baltimore, Maryland, Baltimore, Maryland.
EXPERTS
The
consolidated financial statements of Old Line Bancshares, Inc.
appearing in its Annual Report on Form 10-K as of December 31,
2015, and for the three year period ended December 31, 2015, and
the effectiveness of its internal control over financial reporting
as of December 31, 2015, have been audited by Dixon Hughes Goodman
LLP, independent registered public accounting firm, as set forth in
its reports thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon the reports given on the
authority of such firm as experts in accounting and
auditing.
Old Line Bancshares, Inc.
$100,000,000
Common Stock
Preferred Stock
Warrants
Units
Debt Securities
_______________________________
PROSPECTUS
___________________________
,
2017
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table itemizes the expenses incurred, or expected to be
incurred, by the registrant in connection with the registration and
issuance of the securities being registered hereunder. As indicated
below, all amounts shown are estimates except for the SEC
registration fee.
|
Registration fee under the Securities Act
|
|
$
|
11,590
|
|
|
Legal fees and expenses
|
|
$
|
*
|
|
|
Accounting fees and expenses
|
|
$
|
*
|
|
|
Printing and EDGAR fees
|
|
$
|
*
|
|
|
Other miscellaneous fees and expenses
|
|
|
|
|
|
Total
|
|
$
|
11,590*
|
|
* Fees and expenses will depend
on the securities offered, the number of issuances and the nature
of offerings, and cannot be estimated at this
time.
Item 15. Indemnification of Officers and Directors.
Section
2-418 of the Maryland General Corporation Law establishes
provisions that a corporation may (and, unless otherwise provided
in the corporation’s articles of incorporation, if the party
to be indemnified is successful on the merits or otherwise, must)
indemnify any director or officer made party to any threatened,
pending or completed civil, criminal, administrative or
investigative action, suit or proceeding by reason of service in
the capacity of a director or officer, against judgments,
penalties, fines, settlements and reasonable expenses incurred in
connection with such proceeding, unless it is proved that (a) the
act or omission for which the director or officer seeks
indemnification was material to the matter giving rise to the
action, suit or proceeding and either was committed in bad faith or
was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit
in money, property or services or (c) in the case of a criminal
proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. If the proceeding is a
derivative suit in favor of the corporation, indemnification may
not be made in any proceeding in which the director or officer is
adjudged to be liable to the corporation. The statute also provides
for indemnification of directors and officers by court
order.
The
Registrant’s Articles of Amendment and Restatement (the
“Charter”) provide for indemnification and the
advancement of expenses for any person who is serving or has served
as a director or officer of the Registrant to the fullest extent
permitted under the Maryland General Corporation Law.
The
rights of indemnification provided in the Charter are not exclusive
of any other rights that may be available under any insurance or
other agreement, by resolution of stockholders or disinterested
directors or otherwise.
Item 16. Exhibits.
The
following exhibits are filed with or incorporated by reference into
this registration statement:
|
Exhibit
No.
|
Description
|
|
|
|
|
1.1
|
Form of Underwriting Agreement*
|
|
|
|
|
4.1
|
Specimen Certificate of the Registrant’s Common
Stock^
|
|
|
|
|
4.2
|
Form of Articles Supplementary for Preferred Stock*
|
|
|
|
|
4.3
|
Form of Specimen Certificate of the Registrant’s Preferred
Stock*
|
|
|
|
|
4.4
|
Form of Warrant Agreement*
|
|
|
|
|
4.5
|
Form of Warrant*
|
|
|
|
|
4.6
|
Form of Unit Agreement*
|
|
|
|
|
4.7
|
Form of Unit*
|
|
|
|
|
4.8
|
Specimen of Debt Security*
|
|
|
|
|
4.9
|
Subordinated Indenture dated as of August 15, 2016 by and between
Old Line Bancshares, Inc. and U.S. Bank National Association
**
|
|
|
|
|
5.1
|
Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., as to the validity of the securities registered
hereunder
|
|
|
|
|
23.1
|
Consent of Dixon Hughes Goodman LLP
|
|
|
|
|
23.2
|
Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
(included in Exhibit 5.1)
|
|
|
|
|
24.1
|
Power of Attorney (included on the signature page of original
filing)
|
|
|
|
|
25.1
|
Form T-1 Statement of Eligibility of Trustee to act as Trustee
under the Indenture for Subordinated Debt Securities
|
* If
applicable, to be filed by an amendment to this registration
statement or by a Current Report on Form 8-K and incorporated by
reference herein.
^
Previously filed by Old Line Bancshares, Inc. as a part of, and
incorporated by reference from, Old Line Bancshares, Inc.’s
Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-4, under the Securities Act of 1933, as amended
(File Number 333-184924).
**
Previously filed with original filing of Registration
Statement.
Item 17. Undertakings.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement; and
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that Paragraphs (1)(i), (1)(ii) and (1)(iii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(2) That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to
be a new effective date of the registration statement relating to
the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(6)
That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(7) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(8) To
file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations
prescribed by the SEC under section 305(b)2 of the Trust Indenture
Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bowie, State of Maryland, on February 7, 2017.
|
|
OLD LINE BANCSHARES, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ James W. Cornelsen
|
|
|
|
|
James
W. Cornelsen
|
|
|
|
|
President and Chief Executive Officer
|
|
Pursuant to the
requirements of the Securities Act of 1933, this amendment to the
registration statement has been signed by the following persons in
the capacities and on the date indicated.
|
|
|
|
|
|
|
Name
|
|
Title
|
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Date
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/s/
James W.
Cornelsen
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Director,
President and Chief Executive Officer (Principal Executive
Officer
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February
7, 2017
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James
W. Cornelsen
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/s/
Elise M.
Hubbard
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Chief
Financial Officer (Principal Accounting and Financial
Officer
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February
7, 2017
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Elise
M. Hubbard
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*
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Director
and Chairman of the Board
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February
7, 2017
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Craig
E. Clark
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*
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Director
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February
7, 2017
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G.
Thomas Daugherty
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*
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Director
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February
7, 2017
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James
F. Dent
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*
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Director
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February
7, 2017
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Andre’ J.
Gingles
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*
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Director
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February
7, 2017
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Thomas
H. Graham
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Director
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William
J. Harnett
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*
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Director
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February
7, 2017
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Frank
Lucente, Jr.
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*
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Director
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February
7, 2017
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Gail D.
Manuel
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*
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Director
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February
7, 2017
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Carla
Hargrove McGill
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*
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Director
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February
7, 2017
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Gregory
S. Proctor, Jr.
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*
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Director
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February
7, 2017
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Jeffrey
A. Rivest
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*
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Director
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February
7, 2017
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Suhas
R. Shah
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*
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Director
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February
7, 2017
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John M.
Suit, II
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*
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Director
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February
7, 2017
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Frank E. Taylor
* By:
/s/ James W.
Cornelsen
James
W. Cornelsen pursuant to power of attorney
Exhibit Index
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Exhibit
No.
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Description
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1.1
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Form of Underwriting Agreement*
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4.1
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Specimen Certificate of the Registrant’s Common
Stock^
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4.2
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Form of Articles Supplementary for Preferred Stock*
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4.3
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Form of Specimen Certificate of the Registrant’s Preferred
Stock*
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4.4
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Form of Warrant Agreement*
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4.5
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Form of Warrant*
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4.6
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Form of Unit Agreement*
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4.7
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Form of Unit*
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4.8
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Specimen of Debt Security*
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4.9
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Subordinated Indenture dated as of August 15, 2016 by and between
Old Line Bancshares, Inc. and U.S. Bank National Association
**
|
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5.1
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Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C., as to the validity of the securities registered
hereunder
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23.1
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Consent of Dixon Hughes Goodman LLP
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23.2
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Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
(included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page of original
filing)
|
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25.1
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Form T-1 Statement of Eligibility of Trustee to act as Trustee
under the Indenture for Subordinated Debt Securities
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* If
applicable, to be filed by an amendment to this registration
statement or by a Current Report on Form 8-K and incorporated by
reference herein.
^
Previously filed by Old Line Bancshares, Inc. as a part of, and
incorporated by reference from, Old Line Bancshares, Inc.’s
Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-4, under the Securities Act of 1933, as amended
(File Number 333-184924).
**
Previously filed with original filing of Registration
Statement.