Registration No. 333-_________
As filed with the Securities and Exchange Commission on June 25, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 20-0154352
(State of Incorporation) (IRS Employer Identification
No.)
2995 Crain Highway
Waldorf, MD 20601
(Address of Principal Executive Offices and Zip Code)
Old Line Bancshares, Inc. 2004 Equity Incentive Plan
(Full Title of the Plan)
Copies to:
James W. Cornelsen, President and Kenneth B. Abel, Esquire
Chief Executive Officer Ober, Kaler, Grimes & Shriver
Old Line Bancshares, Inc. 120 E. Baltimore Street
2995 Crain Highway Baltimore, Maryland 21202
Waldorf, MD 20601 (410) 347-7394
(301) 645-0333
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Maximum Amount of
to be to be Maximum Aggregate Registration
Registered Registered(1) Offering Price Offering Price(1) Fee(1)
Per Share(1)
--------------------------------------------------------------------------------------------------------------------
Common Stock, 250,000 shares $10.00 $2,500,000 $317.00
$0.01 par value
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(1) In accordance with Rule 457(h) and Rule 457(c), the aggregate
offering price and the amount of the registration fee are computed on
the basis of the average of the high and low prices reported in the
Nasdaq SmallCap Market on June 21, 2004. Also registered hereunder
are such additional number of shares of Common Stock, presently
indeterminable, as may be necessary to satisfy the anti-dilution
provisions of the Plan to which this Registration Statement relates
pursuant to 17 C.F.R. Section 230.416(a).
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended.
Part I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933.
Such documents are not being filed with the Securities and Exchange
Commission, but constitute (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed by Old Line Bancshares,
Inc. (the "Registrant") with the Commission are incorporated by reference in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, originally filed with Commission on March 29, 2004, and
amended on April 8, 2004.
(b) The Registrant's Quarterly Report on Form 10-QSB Report for the
fiscal quarter ended March 31, 2004, filed with the Commission on May 14, 2004.
(c) The Registrant's Current Reports dated February 9, 2004 and May 3,
2004.
(d) The description of the Registrant's common stock contained in the
Registration Statement on Form 10-SB originally filed on July 16, 2003 and
amended on August 25, 2003 and September 11, 2003.
All documents filed by the Registrant pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of each such
document. Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Registrant's charter provides that the personal liability of its
directors and officers for monetary damages is eliminated except:
o To the extent that it is proved that the person actually
received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money,
property, or services actually received;
o To the extent that a judgment or other final adjudication
adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure
to act, was the result of active and deliberate dishonesty and
was material to the cause of action adjudicated in the
proceeding; and
o To the extent an administrative proceeding or action is
instituted by an appropriate bank regulatory agency which
proceeding or actions results in a final order requiring
affirmative action by an individual or individuals in the form
of payment to the Registrant.
The Registrant's charter also provides that it will indemnify its
officers and directors against liabilities and, in certain circumstances, will
advance expenses to such persons prior to a final disposition of an action.
Also, the rights of indemnification provided in the Registrant's charter are not
exclusive of any other rights which may be available under any insurance or
other agreement, by resolution of stockholders or disinterested directors or
otherwise.
These provisions are designed to reduce, in appropriate cases, the
risks incident to serving as a director, officer, employee or agent and to
enable us to attract and retain the best personnel available.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
The following exhibits are filed with or incorporated by reference in
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-B):
4.1 Articles of Amendment and Restatement of Old Line Bancshares,
Inc. (incorporated herein by reference to Exhibit 3.1 of Old
Line Bancshares, Inc.'s Registration Statement on Form 10-SB,
as amended, under the Securities Exchange Act of 1934, as
amended (File Number 000-50345))
4.2 Amended and Restated Bylaws of Old Line Bancshares, Inc.
(incorporated herein by reference to Exhibit 3.2 of Old Line
Bancshares, Inc.'s Registration Statement on Form 10-SB, as
amended, under the Securities Exchange Act of 1934, as amended
(File Number 000-50345)
5.1 Opinion of Ober, Kaler, Grimes & Shriver, a Professional
Corporation, as to the legality of the Common Stock
10.1 Old Line Bancshares, Inc. 2004 Equity Incentive Plan
23.1 Consent of Ober, Kaler, Grimes & Shriver, a Professional
Corporation (contained in the opinion included as Exhibit 5).
23.2 Consent of Rowles & Company, LLP.
24.1 Power of Attorney (including on signature page).
Item 9. 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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 Plan;
4. 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 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; and
5. 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.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Charles County, State of Maryland, this 24th day of June, 2004.
OLD LINE BANCSHARES, INC.
By: /s/James W. Cornelsen
------------------------------------
James W. Cornelsen,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James W. Cornelsen as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue thereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Name Title Date
---- ----- ----
/s/James W. Cornelsen Director, President and
--------------------- Chief Executive Officer June 24, 2004
James W. Cornelsen (Principal Executive Officer)
Senior Vice President,
/s/Christine M. Rush Chief Financial Officer June 24, 2004
-------------------- and Secretary (Principal
Christine M. Rush Accounting and Financial
Officer)
/s/Charles A. Bongar, Jr. Director June 24, 2004
-------------------------
Charles A. Bongar, Jr.
/s/Craig E. Clark Director and Chairman of June 24, 2004
------------------ the Board
Craig E. Clark
/s/Daniel W. Deming Director June 24, 2004
-------------------
Daniel W. Deming
/s/James F. Dent Director June 24, 2004
----------------
James F. Dent
/s/Nancy L. Gasparovic Director June 24, 2004
----------------------
Nancy L. Gasparovic
/s/Randy A. Lakes Director June 24, 2004
-----------------
Randy A. Lakes
/s/Frank Lucente, Jr. Director June 24, 2004
---------------------
Frank Lucente, Jr.
/s/Gail D. Manuel Director June 24, 2004
-----------------
Gail D. Manuel
/s/John D. Mitchell Director June 24, 2004
-------------------
John D. Mitchell
EXHIBIT INDEX
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Exhibit
No. Description
--- -----------
4.1 Articles of Amendment and Restatement of Old Line Bancshares,
Inc. (incorporated herein by reference to Exhibit 3.1 of Old
Line Bancshares, Inc.'s Registration Statement on Form 10-SB,
as amended, under the Securities Exchange Act of 1934, as
amended (File Number 000-50345))
4.2 Amended and Restated Bylaws of Old Line Bancshares, Inc.
(incorporated herein by reference to Exhibit 3.2 of Old Line
Bancshares, Inc.'s Registration Statement on Form 10-SB, as
amended, under the Securities Exchange Act of 1934, as amended
(File Number 000-50345)
5.1 Opinion of Ober, Kaler, Grimes & Shriver, a Professional
Corporation
10.1 Old Line Bancshares, Inc. 2004 Equity Incentive Plan
23.1 Consent of Ober, Kaler, Grimes & Shriver, a Professional
Corporation (contained in the opinion included as Exhibit 5)
23.2 Consent of Rowles & Company, LLP
24.1 Power of Attorney (included on signature page)