Registration No. 333-46943
MARYLAND 52-1782444
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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COPIES TO:
JAMES C. STEWART, ESQUIRE
DANIEL L. HOGANS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
====================================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities Amount to be Offering Price Aggregate Offering Registration to be registered registered Per Share Price Fee ------------------------------------------------------------------------------------------------------ Common Stock, $1.00 par value 25,000 $21.0375 $525,937 $156.00 * ------------------------------------------------------------------------------------------------------ * Previously paid |
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL ------ INFORMATION*
*Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in The Bank of Glen Burnie Employee Stock Purchase Plan (the "Plan") in accordance with Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Glen Burnie Bancorp (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files periodic reports and other information with the Commission. Reports and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Company. The address for the Commission's Web site is "http://www.sec.gov".
The following documents are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1999.
(c) The Company's Current Reports on Form 8-K, filed December 8, 10 and 27, 1999.
(d) The description of the Company's Common Stock contained in the Company's Form 8-A/A filed December 27, 1999.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE 1934 ACT AFTER THE DATE
HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE
SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE ("COMMON
STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
Not Applicable.
The Company's Articles of Incorporation provide that all current and former directors and officers are entitled to receive indemnification in connection with any proceeding to the fullest extent permitted by Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland. Such section provides that a corporation may indemnify any director or officer made a party to any civil, criminal, administrative or investigative proceeding by reason of serving in such capacity unless it is established that (a) the act or omission of such person was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (b) the person actually received an improper personal benefit, or (c) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful. The indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses (including attorneys' fees) actually incurred in connection with the proceeding. However, if the proceeding was by or in the right of the corporation, indemnification may not be made if the person is adjudged to be liable to the corporation. The corporation must indemnify directors and officers for expenses incurred in contesting any such proceeding if such persons are successful on the merits, unless the corporation's articles of incorporation limit such indemnification (the Company's Articles do not). Determination that the indemnification is proper and the amount to be paid in indemnification is to be made by a majority vote of a quorum of disinterested directors (or a committee of disinterested directors), by special legal counsel chosen by disinterested directors (or a committee of disinterested directors) or by a majority vote of disinterested stockholders. A corporation may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position whether or not the corporation would have the power to indemnify against such liability under Maryland law. A corporation must report any indemnification or advance of expenses to a director or officer arising out of a proceeding by or in the right of the corporation to the stockholders of the corporation.
The Company maintains director and officer liability insurance. The scope of such insurance is essentially the same as the indemnification provisions outlined above.
Not Applicable.
For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement.
1. The undersigned registrant hereby undertakes:
(a) 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 242(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(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 (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1934, to treat each post- effective amendment as a new registration statement relating to the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(c) 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.
(d) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering.
2. The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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.
3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
4. 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 Act 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 Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Glen Burnie, State of Maryland, on December 27, 1999.
GLEN BURNIE BANCORP
By:/s/ F. William Kuethe, Jr. --------------------------- F. William Kuethe, Jr. President and Chief Executive Officer (Duly Authorized Representative) |
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 dates indicated.
Signatures Title Date ---------- ----- ---- /s/ F. William Kuethe, Jr. President and Director December 27, 1999 ----------------------------- (Principal Executive Officer) F. William Kuethe, Jr. /s/ John E. Porter * Chief Financial Officer December 27, 1999 ----------------------------- (Principal Financial and John E. Porter Accounting Officer) /s/ John E. Demyan * Chairman of the Board, December 27, 1999 ----------------------------- Director John E. Demyan /s/ Theodore L. Bertier, Jr.* Director December 27, 1999 ----------------------------- Theodore L. Bertier, Jr. /s/ Shirley E. Boyer * Director December 27, 1999 ----------------------------- Shirley E. Boyer /s/ Thomas Clocker * Director December 27, 1999 ----------------------------- Thomas Clocker /s/ Alan E. Hahn * Director December 27, 1999 ----------------------------- Alan E. Hahn /s/ Charles L. Hein * Director December 27, 1999 ----------------------------- Charles L. Hein /s/ F. W. Kuethe, III * Director December 27, 1999 ----------------------------- F. W. Kuethe, III /s/ Eugene P. Nepa * Director December 27, 1999 ----------------------------- Eugene P. Nepa |
/s/ William N. Scherer, Sr. * Director December 27, 1999
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William N. Scherer, Sr.
/s/ Karen Thorwarth * Director December 27, 1999
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Karen Thorwarth
/s/ Mary L. Wilcox * Director December 27, 1999
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Mary L. Wilcox
* By: /s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit Description
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5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of Trice & Geary LLC
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
* 24 Power of Attorney (reference is made to the
Signature Page to the Registration Statement
as originally filed)
99.1 The Bank of Glen Burnie Employee Stock
Purchase Plan
99.2 Form of Acceptance of Option
___________
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* Previously filed.
[Letterhead of Housley Kantarian & Bronstein, P.C.]
December 27, 1999
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Dear Board Members:
We have acted as special counsel to Glen Burnie Bancorp, a Maryland Corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 (the "Form S-8") being filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, relating to the shares of common stock, par value $1.00 per share (the "Common Stock") of the Company which may be issued pursuant to The Bank of Glen Burnie Employee Stock Purchase Plan (the "Plan"), all as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to and in accordance with the terms of the Plan will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 and to references to our firm included under the caption "Legal Opinion" in the Prospectus which is part of the Registration Statement.
Very truly yours,
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
By: /s/ James C. Stewart
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James C. Stewart, Esquire
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[LETTERHEAD OF TRICE & GEARY LLC]
December 27, 1999
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Re: Registration Statement on Form S-8 The Bank of Glen Burnie Employee Stock Purchase Plan
We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of our report dated January 22, 1999, on our audits of the consolidated financial statements and financial statement schedules of Glen Burnie Bancorp and subsidiaries as of December 31, 1998 and 1997 and the related consolidated statements of income, changes in stockholders' equity, and cash flows, for the years then ended, which reports were included in the Glen Burnie Bancorp Annual Report on Form 10-K for the fiscal year ended December 31, 1998. We also consent to the reference to our firm in the Prospectus under the caption "Experts."
/s/ Trice & Geary LLC -------------------------- Trice & Geary LLC |
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
With respect to any Option, the Board will specify the number of Shares to be made available, the Date of Grant, the terms of the Option, and such terms and conditions not inconsistent with this Plan as may be necessary or appropriate, provided that in no event shall the terms of the Option extend more than 27 months from the Date of Grant.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
In the event of a recapitalization or reclassification affecting Common Stock, the number of Shares which may thereafter be issued under the Plan, the number of Shares under Option at such time, and the Option price will be appropriately adjusted as determined by the Board.
The Committee may act by a majority vote at a regular or special meeting or by decision reduced to writing and signed by a majority of the Committee without a meeting.
Members of the Committee shall be named by the Board. Vacancies shall be filled by the Board.
Shares optioned and not accepted, or if accepted, not purchased, shall continue to be available for inclusion in any subsequent Options that may be granted under the Plan.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
purchase price be less than book value per Share unless the Board in its discretion so determines.
Notwithstanding anything to the contrary herein set forth, an Eligible Employee who has accepted an option may at any time prior to the expiration of 30 days after his termination of employment with The Bank of Glen Burnie but in no event after the expiration of a period of 27 months from the Date of Grant, prepay the outstanding amount due.
For purposes of this Section, an Eligible Employee shall not be deemed to have terminated his employment while he is on military leave, sick leave, furlough, lay-off, or other bona fide leave of absence (including but not limited to temporary employment by the Government) if the period of such leave of absence does not exceed 90 days, or if longer, so long as his right to reemployment with The Bank of Glen Burnie is guaranteed by law or by contract. Where the period of leave exceeds 90 days and where the Eligible Employee's right to reemployment is not guaranteed either by law or by contract, such Eligible Employee will be deemed to have terminated his employment on the 91st day of such leave.
Notwithstanding anything to the contrary herein set forth, no Options granted under the Plan may be exercised prior to such date as may be fixed by the Board of Directors.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
not be sold, transferred (other than by will or the laws of descent and distribution), pledged, or otherwise disposed of or encumbered.
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
(Continued)
ACCEPTANCE OF OPTION
Employee Name:
Number of shares available:
I hereby elect to exercise my option to purchase ______ shares of Glen Burnie Bancorp stock at a purchase price of $_____ per share for a total purchase price of $_____, such amount being due and payable to Glen Burnie Bancorp on or before ________________.
In accordance with the terms of the Employee Stock Purchase Plan, no disposition of such shares may be made within two years after the date of the granting of this option nor within one year after exercising the option and taking ownership of such shares.
Signature of Employee Date