As filed with the Securities and Exchange Commission on September 25, 1998
Registration No. 333-xxxxxx
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Identification
incorporation or organization) Classification Code Number) Number)
Shore Bancshares, Inc. 1998 Employee Stock Purchase Plan
(Full title of the plan)
109 North Commerce Street
Centreville, Maryland 21617
(410) 758-1600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Daniel T. Cannon
President
Shore Bancshares, Inc.
109 North Commerce Street, Centreville, Maryland 21617
(410) 758-1600
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Abba David Poliakoff, Esquire
Michael A. Refolo, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4000
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed Maximum Amount of
Title of Shares to be Amount to be Maximum Offering Aggregate Offering Registration
Registered Registered Price Per Share(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share 20,000 shares $32.00 $640,000 $188.80
===============================================================================================================================
<FN>
(1) Plus such additional number of Shares as may become issuable by
operation of the anti-dilutional provisions of the plan.
(2) Estimated solely for purposes of determining the registration fee. The
proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares as of
September 25, 1998.
</FN>
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Shore Bancshares, Inc. (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 for the fiscal year ended
December 31, 1997 (which includes certain information contained in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders on April 21,
1998 and incorporated therein by reference);
(ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, and June 30, 1998;
(iii) Description of the Company's Common Stock which appears
at page 28 of the Company's Registration Statement on Form 10, or any
description of the Common Stock which 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 Commission 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 which
indicates that all of the Company's shares of common stock, par value $.01 per
share (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. 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.
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, 109 North Commerce Street, Centreville, Maryland
21617. Telephone requests may be directed to the Company at (410) 758-1600.
Item 4. Description of Shares.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Maryland law, a corporation is permitted to limit, by provision
in its Articles of Incorporation, the liability of directors and officers so
that no director or officer shall be liable to the corporation or to any
shareholder for money damages except (i) for and to the extent of actual receipt
of an improper personal benefit in money, property or services, or (ii) for
active and deliberate dishonesty established by a final judgment as being
material to the cause of action. The Company's Articles of Incorporation include
these provisions.
The Company's Articles of Incorporation and Bylaws require the Company
to indemnify its directors and officers to the maximum extent permitted under
Maryland law. As a result, the Company
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is required to indemnify any present or former director or officer against any
claim or liability, including all judgments, penalties, fines, settlements and
expenses, unless it is established that (i) his act or omission was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) he
actually received an improper personal benefit in money, property or services or
(iii) in the case of a criminal proceeding, he had reasonable cause to believe
that his act or omission was unlawful. In addition, the Company is required to
pay or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by such a person provided that the Company shall have received
(i) 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
Company, and (ii) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by the Company if it shall ultimately be determined that the
standard of conduct was not met. the Company's Articles of Incorporation and
Bylaws also require the Company to provide indemnification, payment or
reimbursement of expenses to a present or former director or officer who served
a predecessor of the Company in such capacity, and to any employee or agent of
the Company or a predecessor of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted of directors and officers of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that,
although the validity and scope of the governing statute has not been tested in
court, in the opinion of the SEC, such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued.
10 1998 Employee Stock Purchase Plan.
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.
Item 9. Undertakings.
(a) 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 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.
(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 offering.
(b) 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 that is incorporated by reference in the registration
statement shall
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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.
(c) 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.
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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 the City of Centreville, State of Maryland, on the 18th day of
August, 1998.
SHORE BANCSHARES, INC.
By: /s/ Danial T. Cannon
---------------------------------
Daniel T. Cannon, President
By: /s/ Carol I. Brownawell
---------------------------------
Carol I. Brownawell, Treasurer
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 Title Date
- --------- ----- ----
/s/ Robert Barton Director August 18, 1998
- ---------------------------
Robert Barton
/s/ Paul M. Bowman Director August 18, 1998
- ---------------------------
Paul M. Bowman
/s/ David C. Bryan Director August 18, 1998
- ---------------------------
David C. Bryan
/s/ B. Vance Carmean, Jr. Director August 18, 1998
- ---------------------------
B. Vance Carmean, Jr.
/s/ Mark M. Freestate Director August 18, 1998
- ---------------------------
Mark M. Freestate
/s/ Neil R. LeCompte Director August 18, 1998
- ---------------------------
Neil R. LeCompte
/s/ Susanne K. Nuttle Director August 18, 1998
- ---------------------------
Susanne K. Nuttle
/s/ Jerry F. Pierson Director August 18, 1998
- ---------------------------
Jerry F. Pierson
Director August , 1998
- ---------------------------
Wm. Maurice Sanger
/s/ Walter E. Schmidt Director August 18, 1998
- ---------------------------
Walter E. Schmidt
f6100.600 Y:2
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Exhibit Index
Exhibit
Number Description of Exhibits
- ------ -----------------------
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as
to legality of Shares to be issued
10 1998 Employee Stock Purchase Plan
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