Attached files
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| EX-99.1 - EXHIBIT 99.1 - BAY BANCORP, INC. | exh_991.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) November 5, 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 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o 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
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Item 2.02.
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Results of Operations and Financial Condition.
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On November 5, 2012, the Registrant issued a press release relating to its results of operations for the three and nine months ended September 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
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Item 8.01
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Other Events.
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As noted above, on November 5, 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
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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99.1
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Press Release issued November 5, 2012
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Important Information for Investors and Stockholders
This press release contains statements relating to a proposed merger between the Registrant and Jefferson Bancorp, Inc. that is the subject of a proxy statement, filed by Carrollton with the SEC. This press release is not a substitute for the proxy statement or any other document that the Registrant has filed or may file with the SEC or that the Registrant or Jefferson Bancorp, Inc. has sent or 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 HAVE BEEN OR MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All such documents, when filed, are 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.
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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.
| CARROLLTON BANCORP | |||
| By: | /s/ Robert A. Altieri | ||
| Name: |
Robert A. Altieri
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Date: November 5, 2012
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Title: |
Chief Executive Officer and President
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| By: | /s/ Mark A. Semanie | ||
| Name: |
Mark A. Semanie
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Date: November 5, 2012
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Title: | 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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Press Release issued November 5, 2012
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4