UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  June 16, 2009


SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)


Maryland
0-22345
52-1974638
(State or other jurisdiction of
(Commission file number)
(IRS Employer
incorporation or organization)
 
Identification No.)


18 East Dover Street, Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code:   (410) 822-1400

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
 
 
 
 
 
Item 5.03      Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)         Amendment to Articles of Incorporation.

On June 16, 2009, Shore Bancshares, Inc. (the “Company”) filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland for the purpose of reclassifying 25,000 shares of its authorized but unissued Fixed Rate Cumulative Perpetual Preferred Stock, Series A as 25,000 shares of its common stock.  The Articles Supplementary, which are attached hereto as Exhibit 3.1 and incorporated herein by reference, are considered a part of the Company’s charter.

Item 9.01      Financial Statements and Exhibits.

(d)        Exhibits.

The exhibits filed or furnished with this report are listed on the Exhibit Index which immediately follows the signatures hereto and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
SHORE BANCSHARES, INC.
     
     
Dated: June 16, 2009
By:
/s/ W. Moorhead Vermilye              
   
W. Moorhead Vermilye
   
President and CEO
 
 
-2-
 
 
EXHIBIT INDEX

Exhibit
 
Number
Description
   
3.1
Articles Supplementary filed on June 16, 2009 (filed herewith)
 
 
 
-3-
 
Exhibit 3.1
 
 
ARTICLES SUPPLEMENTARY
SHORE BANCSHARES, INC.

SHORE BANCSHARES, INC., a corporation organized and existing under the laws of the State of Maryland (the “Corporation”), in accordance with the provisions of Section 2-208 of the Maryland General Corporation Law thereof, does hereby certify to the State Department of Assessments and Taxation of Maryland that:

FIRST:             Pursuant to its power and authority under the Amended and Restated Articles of Incorporation of the Corporation and Section 2-208 of the Maryland General Corporation Law, the Board of Directors has eliminated the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $.01 per share (the “Series A Preferred Stock”), as a class of capital stock of the Corporation by reclassifying all 25,000 authorized but unissued shares of the Series A Preferred Stock (the “Series A Shares”) as 25,000 shares of common stock of the Corporation, par value $.01 per share (“Common Stock”), such that the total number of shares of capital stock that the Corporation has authority to issue is 35,000,000 shares, all of which are currently classified as Common Stock.  The Series A Shares were created pursuant to a classification of authorized but unissued shares of Common Stock evidenced by Articles Supplementary filed for record on January 7, 2009, were issued on January 9, 2009, and were repurchased on April 15, 2009.
 
SECOND:        The Series A Shares have been reclassified by the Board of Directors under the authority contained in the Maryland General Corporation Law and the Corporation’s Charter.
 
THIRD:            These Articles Supplementary were approved by the Board of Directors pursuant to a Unanimous Written Consent of Board of Directors in Lieu of Special Meeting dated June 15, 2009.
 
FOURTH:        These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland accepts them for record.
 
IN WITNESS WHEREOF, SHORE BANCSHARES, INC., has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its President and witnessed and attested by its Secretary on this 15 th day of June, 2009, and they acknowledged the same to be the act of said Corporation, and that to the best of their knowledge, information and belief, all matters and facts stated herein are true in all material respects and that this statement is made under the penalties of perjury.

ATTEST:
SHORE BANCSHARES, INC.
     
     
     
/s/ W. David Morse                        
By:
/s/ W. Moorhead Vermilye       (SEAL)
W. David Morse, Secretary
W. Moorhead Vermilye, President