Registration No. 33-62280
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
Note: This Post-Effective Amendment No. 1 is being filed solely to reflect the reduction in the par value of the Registrant's common stock from $10.00 per share to $1.00 per share effective December 27, 1999.
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 Glen Burnie Bancorp Director 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.
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) |
We the undersigned directors and officers of Glen Burnie Bancorp (the "Company") hereby severally constitute and appoint F. William Kuethe, Jr., our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said F. William Kuethe, Jr. may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 relating to the offering of the Company's Common Stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said F. William Kuethe, Jr. shall do or cause to be one by virtue thereof.
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/ William N. Scherer, Sr. Director December 27, 1999 ----------------------------- William N. Scherer, Sr. /s/ Karen Thorwarth Director December 27, 1999 ----------------------------- Karen Thorwarth /s/ Mary L. Wilcox Director December 27, 1999 ----------------------------- Mary L. Wilcox |
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)
99.1 Glen Burnie Bancorp Director Stock Purchase Plan
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[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 Post-Effective Amendment No. 1 to 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 Glen Burnie Bancorp Director 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
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 |
GLEN BURNIE BANCORP
DIRECTOR STOCK PURCHASE PLAN
1. PURPOSES:
The purposes of this Plan are:
(a) To encourage eligible Directors of Glen Burnie
Bancorp to acquire ownership of common stock. The
Corporation wishes to encourage the sense of
proprietorship on the part of the Directors, who
will be largely responsible for the continues growth
of the Corporation.
(b) To recognize past valuable services of the
Directors.
(c) To furnish such Director with further incentive to
develop and promote the business and financial
success of the Corporation.
(d) To induce each Director to continue in the service
of the Corporation by providing a means whereby such
Director may be given an opportunity to purchase
additional stock in the Corporation.
(e) To provide additional capital for the growth and
stability of the bank.
2. DEFINITIONS
The following words or terms used herein have the following meaning:
(a) The word "Corporation" means Glen Burnie Bancorp, a
Maryland chartered bank holding company.
(b) The "Plan" shall mean this Glen Burnie Bancorp
Director Stock Purchase Plan.
(c) "Board" shall mean the Board of Directors of Glen
Burnie Bancorp.
(d) "Shares", "Stock" or "Common Stock" shall mean
shares of $1.00 par value common stock of Glen
Burnie.
(e) The "Committee" shall mean the committee appointed
by the Board to administer the Plan.
(f) "Option" shall mean the right of a Director to
purchase Common Stock under the Plan.
(g) "Date of Grant" shall mean, in respect of any
Option, the date on which the Board grants the
Option under the Plan.
(h) "Date of Exercise" shall mean the date upon which
the Director completes the payment requirement of
the Option and is entitled to delivery of the Shares
so purchased, which date shall in no event be later
than twelve (12) months after the Date of Grant.
(i) "Option Period" shall mean the period commencing
upon the Date of Grant and ending on the earlier of
the date of exercise or the expiration of the
option.
(j) "Purchase Price" shall mean fair market value, as
determined by the latest trade through Legg Mason
Wood Walker.
(k) "Director" shall mean any Director eligible under
this Plan as hereinafter defined in paragraph three.
GLEN BURNIE BANCORP
DIRECTOR STOCK PURCHASE PLAN
3. ELIGIBILITY:
Any Director, Advisory Director or Director Emeritus in good standing currently serving on the Board of Directors as of the date of grant shall be eligible to participate in the Director Stock Purchase Plan.
4. STOCK:
The Stock subject to the Options shall be shares of Glen
Burnie Bancorp authorized but unissued ($1.00 par value
per share). The aggregate number of shares on which
Options may be issued shall not exceed twenty thousand
(20,000) shares of Common Stock at any one time. Shares
optioned and not exercised shall continue to be available
for inclusion in any subsequent Options that may be
granted under the Plan. In no event may any one Director
be granted Options for more than two hundred and fifty
(250) shares of Stock in any single grant. The number of
shares represented by this Plan will be adjusted for stock
splits and stock dividends subsequent to the date the Plan
is adopted.
5. ADMINISTRATION:
The Stock Purchase Plan shall be administered by the Employee Compensation and Benefits Committee including at least three members, namely, the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation, and an active Director other than the above named, who is elected annually by the Board of Directors at the organizational meeting. A majority of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members.
Subject to the express provisions of the Plan, the Committee shall also have the power and authority to construe and interpret the Plan and the respective option agreements entered into thereunder, and to make all other determinations necessary or advisable for administering the Plan.
6. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION:
An Eligible Director shall be notified, in writing, by Glen Burnie Bancorp of the Grant of any Option or Options. If any eligible Director elects to exercise the Option within the option period, he may purchase the number of Shares specified in the Option, or a lesser number, but in no event less than fifty (50) shares.
7. OPTION PRICE:
The purchase price of the shares, under any Option granted pursuant to this Plan, shall be the Fair Market Value of the stock on the date upon which such Option is granted.
GLEN BURNIE BANCORP
DIRECTOR STOCK PURCHASE PLAN
8. METHOD OF PAYMENT:
The Option Price shall be paid in full at the time an
Option is exercised under the Plan.
Promptly after the exercise of an Option and the full
payment of the Option Price, the Participant shall be
entitled to the issuance of a stock certificate evidencing
ownership of such Stock. A participant shall have none of
the rights of a shareholder with respect to shares under
option as provided in the Plan until shares are issued,
and no adjustment will be make for dividends or other
rights for which the record date is prior to the date such
stock certificate is issued.
9. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE:
Options granted to an Eligible Director under the Plan are exercisable during such Eligible Directors' lifetime, up to the limitation in paragraph 6, only by the Director; such Options may not be sold, transferred (other than by will or the laws of descent and distribution), pledged, or otherwise disposed or encumbered.
10. AMENDMENT AND TERMINATION:
The Board of Directors may terminate, amend, or revise the Plan with respect to any shares on which Options have been granted. Neither the Board nor the Committee may, without the consent of the holder of an Option, alter or impair any Option previously granted under the Plan, except as authorized herein. No such revision or amendment shall change the number of shares subject to the Plan or permit granting of Options under the Plan to persons other than the Directors of Glen Burnie Bancorp.
11. DEATH:
If a Director dies during the term of office, or after having retired, and without having fully exercised open Options, the executors or administrators, or legatees or heirs, of the estate shall have the right to exercise such Options to the extent that such deceased Director was entitled to exercise the Options on the date of death; provided, however, that in no event shall the Options be exercisable more than twelve (12) months from the date they were granted, or within nine (9) months after Letters of Administration are issued.
12. COMMENCEMENT OF PLAN:
The Plan shall not take effect until approved by the Board of Directors in accordance with the approval given at the March 11, 1993 stockholders' meeting.
GLEN BURNIE BANCORP
DIRECTOR STOCK PURCHASE PLAN
13. GOVERNMENTAL APPROVALS OR CONSENTS:
The Plan and any Options granted thereunder are subject to any governmental approvals or consent that may be or become applicable in connection therewith. The Board may make such changes in the Plan and include such terms in any Option granted under the Plan as may be necessary or desirable, in the opinion of counsel of Glen Burnie Bancorp, to comply with the rules or regulations of nay governmental authority, or to be eligible for tax benefits under the Internal Revenue Code or laws of any State.