sbv2mef
As
filed with Securities and Exchange Commission on October 18, 2005
Registration Statement No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLD LINE BANCSHARES, INC.
(Name of Small Business Issuer in its Charter)
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| Maryland
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6022
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20-0154352 |
| (State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer |
| Incorporation or Organization)
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Classification Code Number)
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Identification Number) |
2995 Crain Highway, Waldorf, Maryland 20601
(Address and telephone number of principal executive offices and principal place of business)
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Copies To: |
James W. Cornelsen, President and
Chief Executive Officer
Old Line Bancshares, Inc.
2995 Crain Highway
Waldorf, Maryland 20601
301-645-2624
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Frank C. Bonaventure, Jr., Esquire
Kenneth B. Abel, Esquire
Ober, Kaler, Grimes & Shriver,
A Professional Corporation
120 E. Baltimore Street
Baltimore, Maryland 21202
410-685-1120 |
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after the effective date
of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) 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. [X]
333-127792
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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the
following box. [_]
CALCULATION OF REGISTRATION FEE
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Amount to be |
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Proposed |
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Proposed |
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| Title of each class of securities |
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registered |
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maximum |
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maximum |
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offering price |
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aggregate |
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Amount of |
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per unit |
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offering price |
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registration fee |
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Common Stock, $0.01 par value |
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371,538 |
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$ |
9.75 |
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3,622,496 |
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426.37 (1) |
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| (1) |
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In accordance with Rule 111 under the Securities Act, the Registrant hereby certifies that at the
time of filing of this Registration Statement: (i) the Registrant or its agent has instructed its bank
or a wire transfer service to transmit to the Commission the applicable filing fee by a wire
transfer of such amount from the Registrant’s account or its agent’s account to the Commission’s
account at Mellon Bank as soon as practicable but no later than the close of the next business day
following the filing of this Registration Statement; (ii) the Registrant or its agent will not revoke
such instructions; and (iii) the Registrant or its agent has sufficient funds in such account to
cover the amount of such filing fee. The Registrant undertakes to confirm receipt of the wire
transfer instruction by the bank or wire transfer service during regular business hours on the
business day following the filing of this Registration Statement. |
This registration statement shall become effective upon filing with the Commission in accordance
with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the
“Securities Act”), the contents of the Registration Statement on Form SB-2, File No. 333-127792,
filed by Old Line Bancshares, Inc. (the “Registrant”) with the Securities and Exchange Commission
(the “Commission”) on August 23, 2005, and as amended on October 7, 2005, including the exhibits
thereto, and declared effective by the Commission on October 17, 2005, are hereby incorporated by
reference into this registration statement.
This registration statement is being filed with respect to the registration of an additional
371,538 shares of the Registrant’s common stock, par value $0.01 per share, pursuant to Rule 462(b)
under the Securities Act.
SIGNATURES
In accordance with 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 of filing on Form
SB-2 and authorized this registration statement to be signed on its behalf by the undersigned in
Waldorf, Maryland on October 17, 2005.
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OLD LINE BANCSHARES, INC. |
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By:
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James W. Cornelsen
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James W. Cornelsen
President and Chief Executive Officer |
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In accordance with the requirements of the Securities Act of 1933, this registration statement
was signed by the following persons in the capacities and on the dates stated:
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Name
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Title
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Date |
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James
W. Cornelsen |
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Director, President
and Chief Executive
Officer (Principal
Executive Officer)
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October 17, 2005 |
Christine
M. Rush |
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Senior Vice President,
Chief Financial
Officer and Secretary
(Principal Accounting
and Financial Officer)
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October 17, 2005 |
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Director
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October 17, 2005 |
Charles A. Bongar, Jr. |
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Director and Chairman
of the Board
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October 17, 2005 |
Craig E. Clark |
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Director
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October 17, 2005 |
Daniel W. Deming |
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Director
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October 17, 2005 |
James F. Dent |
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Director
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October 17, 2005 |
Nancy L. Gasparovic |
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Director
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October 17, 2005 |
Frank Lucente, Jr. |
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Director
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October 17, 2005 |
Gail D. Manuel |
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Director
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October 17, 2005 |
John D. Mitchell, Jr. |
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Director
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October 17, 2005 |
Gregory S. Proctor |
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* Christine M. Rush, by signing her name hereto, signs this document on behalf of each of the
persons indicated by an asterisk above pursuant to powers of attorney duly executed by such persons
and previously filed with the Securities and Exchange Commission as part of the Registration
Statement on Form SB-2, File No. 333-127792, as amended, referenced herein.
Item 27. Exhibits.
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5. |
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Opinion of Ober, Kaler, Grimes & Shriver, a Professional Corporation |
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23.1 |
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Consent of Ober, Kaler, Grimes & Shriver, a Professional Corporation (contained in their opinion included herein as Exhibit 5) |
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23.2 |
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Consent of Rowles & Company, LLP |
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24.1 |
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Power of Attorney (included on the signatures page of the Registration Statement on Form SB-2, File No.
333-127792, filed with the Commission on August 23, 2005, and incorporated herein by reference). |
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