Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 26, 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. 1990 Incentive Stock Option Plan, as amended
effective as of October 10, 2003
(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
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Amount Proposed Proposed Maximum Amount of
Title of Securities Maximum Registration
to be to be Offering Price Aggregate
Registered Registered(1) Per Share(1) Offering Price(1) Fee(1)
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Common Stock, 34,500 shares $4.53 $156,285 $20
$0.01 par value
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(1) In accordance with Rule 457(h), the aggregate offering price and the amount
of the registration fee are computed on the basis of granted options for
34,500 shares with exercise prices specified in those granted options
ranging from $3.37 to $5.67. 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 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 Registration Statement on Form 10-SB originally filed
on July 16, 2003 and amended on August 25, 2003 and September 11, 2003, which
includes the audited financial statements of Old Line Bank, Old Line Bancshares,
Inc.'s wholly-owned subsidiary, as of December 31, 2002 and 2001, and the
unaudited financial statements for the six months ended June 30, 2003 and 2002,
together with the related notes and report of independent certified public
accountants dated January 15, 2003. On September 15, 2003, Old Line Bank
reorganized into the holding company form of organization and, on that date, the
Registrant became the sole shareholder of Old Line Bank and the former
shareholders of Old Line Bank became the shareholders of the Registrant.
(b) The Registrant's Form 10-QSB Report for the fiscal quarter ended
September 30, 2003, filed with the Commission on November 6, 2003.
(c) 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
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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.
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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):
5 Opinion of Ober, Kaler, Grimes & Shriver, P.C. as to the
legality of the Common Stock
10.1 Old Line Bancshares, Inc. 1990 Incentive Stock Option Plan,
as amended effective as of October 10, 2003
10.2 Form of Incentive Stock Option Grant Letter
10.3 Form of Director Non-Qualified Stock Option Agreement
23.1 Consent of Ober, Kaler, Grimes & Shriver, P.C. (contained in
the opinion included as Exhibit 5).
23.2 Consent of Rowles & Company, LLP.
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
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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.
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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 26th day of February,
2004.
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
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
James W. Cornelsen Chief Executive Officer February 26, 2004
(Principal Executive Officer)
/s/ Christine M. Rush Senior Vice President,
------------------------- Chief Financial Officer February 26, 2004
Christine M. Rush and Secretary (Principal Accounting
and Financial Officer)
/s/ Charles A. Bongar, Jr.
------------------------- Director February 26, 2004
Charles A. Bongar, Jr.
/s/ Craig E. Clark
------------------------- Director and Chairman of the Board February 26, 2004
Craig E. Clark
/s/ Daniel W. Deming Director February 26, 2004
-------------------------
Daniel W. Deming
Director February 26, 2004
/s/ James F. Dent
-------------------------
James F. Dent
/s/ Nancy L. Gasparovic
------------------------- Director February 26, 2004
Nancy L. Gasparovic
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/s/ Samuel V. Goekjian
-------------------------
Samuel V. Goekjian Director February 26, 2004
/s/ Randy A. Lakes
-------------------------
Randy A. Lakes Director February 26, 2004
-------------------------
Frank Lucente, Jr. Director February 26, 2004
-------------------------
Gail D. Manuel Director February 26, 2004
/s/ John D. Mitchell
-------------------------
John D. Mitchell Director February 26, 2004
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EXHIBIT INDEX
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Exhibit
No. Description
------- ------------
5 Opinion of Ober, Kaler, Grimes & Shriver, P.C.
10.1 Old Line Bancshares, Inc. 1990 Incentive Stock Option Plan,
as amended effective as of October 10, 2003
10.2 Form of Incentive Stock Option Grant Letter
10.3 Form of Director Non-Qualified Stock Option Agreement
23.1 Consent of Ober, Kaler, Grimes & Shriver, P.C. (contained in
the opinion included as Exhibit 5)
23.2 Consent of Rowles & Company, LLP