UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K/A
(Amendment No.
1)
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 28, 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.☐
EXPLANATORY NOTE
This
Amendment No. 1 to Current Report on Form 8-K (this
“Amendment”) amends and restates in its entirety the
Current Report on Form 8-K filed by the registrant on July 31,
2017, (collectively, the “Original Form 8-K”), to
correct the number of shares of Old Line Bancshares, Inc.’s
common stock into which each share of DCB Bancshares, Inc. common
stock will be converted into pursuant to the merger discussed
herein. This Amendment sets forth the complete text of the Original
Form 8-K as amended hereby, which text supersedes and replaces the
text of the Original Form 8-K in its entirety.
Section 5-Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant
to the Agreement and Plan of Merger dated as of February 1, 2017
(the “Merger Agreement”), by and between Old Line
Bancshares, Inc. (“Bancshares”) and DCB Bancshares,
Inc. (“DCB”), upon the effectiveness of the merger of
DCB into Bancshares (the “Merger”) on July 28, 2017,
the Board of Directors of Bancshares and Old Line Bank elected
Stephen J. Deadrick, former Chairman of the Board of DCB, and James
R. Clifford, a former Director of DCB, to their Boards of
Directors. Bancshares’ Board of Directors has not yet
determined on which committees of the Board of Directors these
individuals will serve. Messrs. Deadrick and Clifford will receive
the same compensation as currently paid to our other Board members
(other than the Chairman and Vice Chairman, who are paid an annual
retainer in lieu of attendance fees) - (i) $700 for each attended
meeting of the Board of Directors, (ii) $300 for each attended
meeting of the Loan Committee, and (iii) $400 for each attended
meeting of the Corporate Governance Committee, the Compensation
Committee, the Audit Committee, the Risk Committee, the Strategic
Opportunities Committee and the Asset and Liability Committee,
provided that if a Director attends any of these meetings via
teleconference in lieu of in person, the Director receives $200
instead of the regular in-person payment. In addition, the Chairmen
of the Corporate Governance Committee, the Compensation Committee,
the Risk Committee and the Audit Committee also received an
additional $300 for each meeting of their respective committees
they attend in person. Further, each non-employee Director of Old
Line Bank, other than the Chairman of the Board and the Vice
Chairman of the Board, also receives an $8,400 quarterly
retainer.
Section 8-Other Events
Item 8.01 Other Events.
As
noted above, on July 28, 2017, Bancshares, the parent company of
Old Line Bank, completed its acquisition of DCB, the parent company
of Damascus Community Bank, through the Merger pursuant to the
Merger Agreement.
As a
result of the Merger, each share of common stock of DCB was
converted into the right to receive 0.9269 shares of
Bancshares’ common stock, provided that cash will be paid in
lieu of any fractional shares of Bancshares common stock. As a
result Bancshares will issue approximately 1,495,256 shares of its
common stock in exchange for the shares of common stock of DCB in
the Merger. The aggregate Merger consideration was approximately
$40.7 million as calculated pursuant to the Merger Agreement and
approximately $40.9 million based on the closing sales price of
Bancshares’ common stock on July 28, 2017.
In
connection with the Merger, the parties have caused Damascus
Community Bank to merge with and into Old Line Bank, with Old Line
Bank the surviving bank.
A copy
of the press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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99.1
Press
release dated July 28, 2017 (previously filed)
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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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OLD LINE
BANCSHARES, INC.
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Date: August 1,
2017
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By:
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/s/
Elise
M. Hubbard
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Elise M.
Hubbard
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Senior Vice
President
and Chief Financial Officer |
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