Attached files
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| EX-99.1 - EXHIBIT 99.1 - BAY BANCORP, INC. | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 27, 2012
Carrollton Bancorp
(Exact Name of Registrant as Specified in Charter)
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Maryland
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000-23090
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52-1660951
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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7151 Columbia Gateway Drive, Suite A, Columbia, Maryland
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21046
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(Address of Principal Executive Offices)
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(ZIP Code)
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Registrant’s telephone number, including area code (410) 312-5400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On July 27, 2012, the Registrant issued a press release relating to its results of operations for the three and six months ended June 30, 2012. A copy of the release is furnished herewith as Exhibit 99.1.
The information in this Item 2.02 and the related information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in any such filing.
Item 8 – Other Events
Item 8.01 Other Events.
As noted above, on July 27, 2012, the Registrant issued a press release, which is filed herewith as Exhibit 99.1. The press release contains statements pertaining to the Registrant’s pending merger with Jefferson Bancorp, Inc.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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99.1
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Important Information for Investors and Stockholders
This press release relates to a proposed merger between Carrollton and Jefferson Bancorp, Inc. that will become the subject of a proxy statement, to be filed by Carrollton with the SEC. This press release is not a substitute for the proxy statement that Carrollton will file with the SEC or any other document that Carrollton may file with the SEC or that Carrollton or Jefferson Bancorp, Inc. may send to its stockholders in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All documents, when filed, will be available in the case of Carrollton, free of charge at the SEC’s website (www.sec.gov) or by directing a request to Carrollton through Mark Semanie, at 410-536-7308 and, in the case of Jefferson, by directing a request to Kevin Cashen at 410-427-3707.
Participants in the Solicitation
CARROLLTON, JEFFERSON BANCORP, INC. and their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the stockholders of Carrollton. A list of the names of those directors and executive officers and descriptions of their interests in Carrollton will be contained in the proxy statement which will be filed by Carrollton with the SEC. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the proxy statement when it becomes available.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARROLLTON BANCORP
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By:
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/s/ Robert A. Altieri
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Name: Robert A. Altieri
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Date: July 27, 2012
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Title: Chief Executive Officer and President
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By:
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/s/ Mark A. Semanie
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Name: Mark A. Semanie
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Date: July 27, 2012
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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4