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, 2017
Old Line Bancshares,
Inc.
(Exact name of
registrant as specified in its charter)
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Maryland
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000-50345
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20-0154352
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(State or other
jurisdiction)
of incorporation |
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1525 Pointer Ridge
Place
Bowie,
Maryland
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20716
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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: 301-430-2500
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N/A
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(Former name or
former address, if changed since last report.)
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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:
☑
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CRF
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange
Act (17 CFR 240.13e- 4(c))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.☐
Section 8-Other Events
Item 8.01 Other Events.
As
previously announced, on February 1, 2017, Old Line Bancshares,
Inc., a Maryland corporation (“Old Line”), entered into
an Agreement and Plan of Merger with DCB Bancshares, Inc., a
Maryland corporation (“DCBB”) and the parent company of
Damascus Community Bank (“DCB”), pursuant to which DCBB
will be merged with and into Old Line (the “Merger”).
As previously disclosed, consummation of the Merger is subject to
certain closing conditions, including the receipt of required
regulatory approvals. Such approvals include approval of the Board
of Governors of the Federal Reserve System (the “FRB”)
and the Maryland Office of the Commissioner of Financial Regulation
(the “Maryland Commissioner”) of the Merger and of the
Federal Deposit Insurance Corporation (the “FDIC”) and
the Maryland Commissioner for the merger of DCB into Old Line Bank
(the “Bank Merger”). We received FRB approval for the
Merger on May 2, 2017, FDIC approval of the Bank Merger as of June
8, 2017, and Maryland Commissioner approval of the Merger and the
Bank Merger on June 15, 2017. Accordingly, all required regulatory
approvals with respect to the Merger have now been received. Among
other remaining conditions to closing, the Merger must be approved
by the stockholders of DCBB, and a meeting of DCBB stockholders to
vote on the Merger has been scheduled for June 28,
2017.
Important Additional Information.
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This report contains statements relating to a
proposed merger between Old Line and DCBB that is the subject of
proxy statement/prospectus included in an amendment to Old
Line’s Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the “SEC”) on May
8, 2017.
This
report is not a substitute for the proxy statement/prospectus or
any other document that Old Line has filed or may file with the SEC
or that Old Line or DCBB has sent or may send to its stockholders
in connection with the Merger and DCBB’s board of
directors’ solicitation of proxies in connection therewith.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN OR MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS,
INCLUDING THE FINAL PROXY STATEMENT/PROSPECTUS, AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders will be able to obtain the documents (as
available) free of charge at the SEC’s website, www.sec.gov. Copies of the documents filed
with the SEC by Old Line will be available free of charge on Old
Line’s website at www.oldlinebank.com under the tab
“Investor Relations” and then under the heading
“SEC Filings” or by contacting Mark A. Semanie at
(301) 430-2500. You may also read and copy any reports,
statements and other information filed with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE,
Washington DC. Information about the operation of the SEC Public
Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The information on Old Line’s website is not,
and shall not be deemed to be, a part of this report or
incorporated into other filings Old Line makes with the
SEC.
DCBB
and its respective directors, executive officers and members of
management may be deemed to be participants in the solicitation of
proxies from the stockholders of DCBB in connection with the
Merger. Information regarding the interests of these participants
and other persons who may be deemed participants in the Merger is
set forth in the proxy statement/ prospectus referred to
above.
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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OLD LINE
BANCSHARES, INC.
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Date: June 16,
2017
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By:
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/s/
Mark A.
Semanie
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Mark A.
Semanie
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Executive Vice
President
and
Chief
Operating Officer
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