As filed with the Securities and Exchange Commission on May 12, 2003
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHORE BANCSHARES, INC.
(Name of Small Business Issuer in its Charter)
Maryland 6712 52-1974638
(State or other jurisdiction of Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number
Shore Bancshares, Inc. 1998 Employee Stock Purchase Plan
(Full title of the plan)
18 East Dover Street
Easton, Maryland 21601
(410) 822-1400
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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W. Moorhead Vermilye
President/CEO
Shore Bancshares, Inc.
18 East Dover Street, Easton, Maryland 21601
(410) 822-1400
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
Abba David Poliakoff, Esquire
Andrew D. Bulgin, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4280
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CALCULATION OF REGISTRATION FEE
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Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(1)(2)
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Common Stock,
par value $.01 per share 25,000 shares $35.59 $889,750 $71.98
============================== ==================== ==================== ======================= =================
(1) Plus such additional number of shares of common stock of Shore Bancshares,
Inc. that may become issuable by operation of the anti-dilutional
provisions of the benefit plan described herein.
(2) Estimated pursuant to Securities Act Rule 457 solely for purposes of
determining the registration fee, based upon the average of the high and
low prices reported on May 8, 2003, as reported on the Nasdaq Stock Market.
EXPLANATORY NOTE
Shore Bancshares, Inc. (the "Company") is filing this registration
statement on Form S-8 to register 25,000 additional shares of its common stock,
par value $.01 per share (the "Shares"), authorized for issuance under the
Company's 1998 Employee Stock Purchase Plan, as amended and restated (the
"Amended Plan"). The Amended Plan was approved by the Company's stockholders at
the 2003 Annual Meeting of Stockholders on April 23, 2003. In accordance with
General Instruction E to Form S-8, the contents of the Company's
previously-filed Registration Statement No. 333-64317 on Form S-8, as filed with
the Securities and Exchange Commission (the "SEC") on September 25, 1998, are
hereby incorporated by reference in this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are, as of their respective dates, hereby incorporated by reference in this
Registration Statement:
(i) Annual Report on Form 10-K, as amended on Form 10-K/A, for the
year ended December 31, 2002 (which includes certain information contained in
the Company's definitive Proxy Statement on Schedule 14A for the 2003 Annual
Meeting of Stockholders, filed with the SEC on March 31, 2003, and incorporated
therein by reference);
(ii) Description of the Company's Common Stock which appears in the
Company's Registration Statement on Form 10, or any description of the Common
Stock that appears in any prospectus forming a part of any subsequent
registration statement of the Company or in any registration statement filed
pursuant to Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All other documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment that indicates
that all of the Shares offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents, except for information furnished under Items 9 or 12
of Form 8-K, which is not deemed filed and not incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in a document
subsequently filed modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any and all documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to Shore
Bancshares, Inc., Secretary, 18 East Dover Street, Easton, Maryland 21601.
Telephone requests may be directed to the Company at (410) 822-1400.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation Law permits a corporation to indemnify its
present and former directors, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their services in
those capacities, unless it is established that:
(1) the act or omission of the director was material to the matter giving
rise to such proceeding and
(A) was committed in bad faith or
(B) was the result of active and deliberate dishonesty;
(2) the director actually received an improper personal benefit in money,
property, or services; or
(3) in the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful.
Maryland law permits a corporation to indemnify a present and former officer to
the same extent as a director.
In addition to the foregoing, a court of appropriate jurisdiction may under
certain circumstances order indemnification if it determines that the director
or officer is fairly and reasonably entitled to indemnification in view of all
of the relevant circumstances, whether or not the director or officer has met
the standards of conduct set forth in the preceding paragraph or has been
declared liable on the basis that a personal benefit improperly received in a
proceeding charging improper personal benefit to the director or the officer. If
the proceeding was an action by or in the right of the corporation or involved a
determination that the director or officer received an improper personal
benefit, however, no indemnification may be made if the director or officer is
adjudged liable to the corporation, except to the extent of expenses approved by
a court of appropriate jurisdiction.
In addition, the Maryland General Corporation Law permits a corporation to
pay or reimburse, in advance of the final disposition of a proceeding,
reasonable expenses incurred by a present or former director or officer made a
party to the proceeding by reason of his or her service in that capacity,
provided that the corporation shall have received:
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(1) a written affirmation by the director or officer of his good faith
belief that he has met the standard of conduct necessary for
indemnification by the corporation; and
(2) a written undertaking by or on behalf of the director to repay the
amount paid or reimbursed by the corporation if it shall ultimately be
determined that the standard of conduct was not met.
The Company has provided for indemnification of directors, officers,
employees and agents in Article Seventh, Section (a)(5) of its Articles of
Incorporation, as amended and restated (the "Charter"). This provision of the
Charter reads as follows:
(5) The Corporation shall indemnify (A) its directors and officers,
whether serving the Corporation or at its request any other entity, to the
full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under
the procedures and to the full extent permitted by law and (B) other
employees and agents to such extent as shall be authorized by the Board of
Directors or the Corporation's By-Laws and be permitted by law. The
foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled. The Board of
Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing
such provisions or such further indemnification arrangements as may be
permitted by law. No amendment of the Charter of the Corporation or repeal
of any of its provisions shall limit or eliminate the right to
indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal.
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 SEC such indemnification is against
public policy as expressed in the Securities 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 of whether such indemnification by its is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The Maryland General Corporation Law authorizes a Maryland corporation to
limit by provision in its Articles of Incorporation the liability of directors
and officers to the corporation or to its stockholders for money damages except
to the extent:
(1) the director or officer actually receives an improper benefit or
profit in money, property, or services, for the amount of the benefit
or profit actually received, or
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(2) a judgment or other final adjudication adverse to the director or
officer is entered in a proceeding based on a finding in the
proceeding that the director's or officer'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.
The Company has limited the liability of its directors and officers for
money damages in Article Seventh, Section (a)(6) of the Charter. This provision
reads as follows:
(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of the
Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the Charter of the
Corporation or repeal of any of its provisions shall limit or eliminate the
limitation on liability provided to directors and officers hereunder with
respect to any act or omission occurring prior to such amendment or repeal.
As permitted under Section 2-418(k) of the Maryland General Corporation
Law, the Company has purchased and maintains insurance on behalf of its
directors and officers against any liability asserted against such directors and
officers in their capacities as such, whether or not the Company would have the
power to indemnify such persons under the provisions of Maryland law governing
indemnification.
Section 8(k) of the Federal Deposit Insurance Act (the "FDI Act") provides
that the Federal Deposit Insurance Corporation (the "FDIC") may prohibit or
limit, by regulation or order, payments by any insured depository institution or
its holding company for the benefit of directors and officers of the insured
depository institution, or others who are or were "institution-affiliated
parties," as defined under the FDI Act, to pay or reimburse such person for any
liability or legal expense sustained with regard to any administrative or civil
enforcement action which results in a final order against the person. The FDIC
has adopted regulations prohibiting, subject to certain exceptions, insured
depository institutions, their subsidiaries and affiliated holding companies
from indemnifying officers, directors or employees for any civil money penalty
or judgment resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of the costs
sustained with regard to such an action that results in a final order or
settlement that is adverse to the director, officer or employee.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
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4 Shore Bancshares, Inc. 1998 Employee Stock Purchase Plan, as
amended and restated (incorporated by reference to Appendix
A of the Company's definitive Proxy Statement on Schedule
14A for the 2003 Annual Meeting of Stockholders, filed with
the SEC on March 31, 2003).
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC as to legality of Shares to be issued
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23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (included in their opinion in Exhibit 5)
23.2 Consent of Stegman & Company, independent certified public
accountants
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 the City of Easton, State of Maryland, on the 8th day of May,
2003.
SHORE BANCSHARES, INC.
By: /s/ W. Moorhead Vermilye
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W. Moorhead Vermilye, President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of the date
indicated below.
Signature Date
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/s/ W. Moorhead Vermilye May 8, 2003
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W. Moorhead Vermilye
President, CEO and Director
/s/ Susan E. Leaverton May 8, 2003
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Susan E. Leaverton
Treasurer and Chief Accounting Officer
/s/ Herbert L. Andrew, III May 8, 2003
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Herbert L. Andrew, III, Director
/s/ Blenda w. Armistead May 8, 2003
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Blenda W. Armistead, Director
/s/ Lloyd L. Beatty, Jr. May 8, 2003
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Lloyd L. Beatty, Jr., Director
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May 8, 2003
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Paul M. Bowman, Director
/s/ David C. Bryan May 8, 2003
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David C. Bryan, Director
/s/ Daniel T. Cannon May 8, 2003
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Daniel T. Cannon, Director
/s/ Richard C. Granville May 8, 2003
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Richard C. Granville, Director
May 8, 2003
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Kevin P. LaTulip, Director
/s/ Neil R. LeCompte May 8, 2003
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Neil R. LeCompte, Director
/s/ Jerry F. Pierson May 8, 2003
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Jerry F. Pierson, Director
/s/ David L. Pyles May 8, 2003
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David L. Pyles, Director
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Exhibit Index
Exhibit
Number Description of Exhibits
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4 Shore Bancshares, Inc. 1998 Employee Stock Purchase Plan, as
amended and restated (incorporated by reference to Appendix A of
the Company's Proxy Statement on Schedule 14A for the 2003 Annual
Meeting of Stockholders, filed with the SEC on March 31, 2003).
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5)
23.2 Consent of Stegman & Company, independent certified public
accountants
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