As
filed
with the Securities and Exchange Commission on July 28, 2006
Registration
No. 333-134955
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
POST-EFFECTIVE
AMENDMENT NO. 1
TO
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SHORE
BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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52-1974638
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification
Number)
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18
East Dover Street, Easton, Maryland 21601
(Address
of Principal Executive Offices)
Shore
Bancshares, Inc. 2006 Stock and Incentive Compensation
Plan
(Full
Title of the Plan)
W.
Moorhead Vermilye
President
Shore
Bancshares, Inc.
18
East Dover Street, Easton, Maryland 21601
(410)
822-1400
(Name,
Address and Telephone Number of Agent for Service)
Copies
to:
Andrew
D. Bulgin, Esquire
Gordon,
Feinblatt, Rothman, Hoffberger & Hollander, LLC
The
Garrett Building
233
East Redwood Street
Baltimore,
Maryland 21202
(410)
576-4280
This
Post-Effective Amendment No. 1 on Form S-8 (the “Post-Effective Amendment”)
covers shares of the Registrant’s Common Stock originally registered on the
Registration Statement on Form S-8 (File No. 333-134955) (the “Registration
Statement”) to which this is a post-effective amendment. The registration fees
in respect of such shares were paid at the time of the original filing of the
Registration Statement.
EXPLANATORY
NOTE
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 Documents by Reference.
The
following documents previously filed with the SEC by Shore Bancshares, Inc.
(the
“Corporation”) pursuant to the Securities Exchange Act of 1934, as amended, are,
as of their respective dates, hereby incorporated by reference in this
registration statement:
(i) Annual
Report on Form 10-K for the year ended December 31, 2005 (which includes certain
information contained in the Corporation’s definitive Proxy Statement on
Schedule 14A for the 2006 Annual Meeting of Stockholders, filed with the SEC
on
March 24, 2006, and incorporated therein by reference);
(ii) Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC
on
May 9, 2006;
(iii) Current
Reports on Form 8-K, filed with the SEC on February 8, 2006 (except for Item
2.02 and Exhibit 99.1), May 1, 2006 (except for Item 2.02 and Exhibit 99.1)
and
May 17, 2006; and
(v) Description
of the Corporation’s common stock which appears in the Corporation’s
Registration Statement on Form 10, or any description of the common stock that
appears in any prospectus forming a part of any subsequent registration
statement of the Corporation 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.
In
addition, all documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as
amended, prior to the filing of a post-effective amendment which indicates
that
all of the Shares offered hereby have been sold or which deregisters all Shares
then remaining unsold 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, provided,
however,
that
nothing in this registration statement shall be deemed to incorporate
information furnished but not filed on Form 8-K. 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 registration statement
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
Corporation will promptly provide without charge to each person to whom a
prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information
that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person. Written requests should be directed to: Shore Bancshares, Inc.,
Corporate Secretary, 18 East Dover Street, Easton, Maryland 21601. Telephone
requests should be directed to the Corporation at (410) 822-1400.
Item
4. Description
of Securities.
Not
applicable. The common stock of the Corporation is registered under Section
12
of the Exchange Act.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
The
Maryland General Corporation Law permits a corporation to indemnify its present
and former directors, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection
with
any proceeding to which they may be made a party by reason of their services
in
those capacities, unless it is established that:
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(1)
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the
act or omission of the director was material to the matter giving
rise to
such proceeding and
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(A)
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was
committed in bad faith or
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(B)
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was
the result of active and deliberate
dishonesty;
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(2)
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the
director actually received an improper personal benefit in money,
property, or services; or
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(3)
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in
the case of any criminal proceeding, the director had reasonable
cause to
believe that the act or omission was
unlawful.
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Maryland
law permits a corporation to indemnify a present and former officer to the
same
extent as a director.
In
addition to the foregoing, a court of appropriate jurisdiction: (1) shall order
indemnification of reasonable expenses incurred by a director who has been
successful, on the merits or otherwise, in the defense of any proceeding
identified above, or in the defense of any claim, issue or matter in the
proceeding; and (2) may under certain circumstances order indemnification of
a
director or an officer who the court determines is fairly and reasonably
entitled to indemnification in view of all of the relevant circumstances,
whether or not the director or officer has met the standards of conduct set
forth in the preceding paragraph or has been declared liable on the basis that
a
personal benefit improperly received in a proceeding charging improper personal
benefit to the director or the officer, provided,
however,
that if
the proceeding was an action by or in the right of the corporation or involved
a
determination that the director or officer received an improper personal
benefit, no indemnification may be made if the director or officer is adjudged
liable to the corporation, except to the extent of expenses approved by a court
of appropriate jurisdiction.
The
Maryland General Corporation Law also permits a corporation to pay or reimburse,
in advance of the final disposition of a proceeding, reasonable expenses
incurred by a present or former director or officer made a party to the
proceeding by reason of his or her service in that capacity, provided that
the
corporation shall have received:
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(1)
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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 corporation; and
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(2)
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a
written undertaking by or on behalf of the director to repay the
amount
paid or reimbursed by the corporation if it shall ultimately be determined
that the standard of conduct was not
met.
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The
Corporation has provided for indemnification of directors, officers, employees
and agents in Section (a)(5) of Article Seventh of its Articles of
Incorporation, as amended and restated (the “Charter”). This provision of the
Charter reads as follows:
(5) The
Corporation shall indemnify (A) its directors and officers, whether serving
the
Corporation or at its request any other entity, to the full extent required
or
permitted by the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures and to the full
extent permitted by law and (B) other employees and agents to such extent as
shall be authorized by the Board of Directors or the Corporation’s Bylaws and be
permitted by law. The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled.
The
Board of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such by-laws, resolutions or contracts implementing
such
provisions or such further indemnification arrangements as may be permitted
by
law. No amendment of the Charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right to indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment
or
repeal.
The
Maryland General Corporation Law authorizes a Maryland corporation to limit
by
provision in its Articles of Incorporation the liability of directors and
officers to the corporation or to its stockholders for money damages except
to
the extent:
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(1)
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the
director or officer actually receives an improper benefit or profit
in
money, property, or services, for the amount of the benefit or profit
actually received, or
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(2)
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a
judgment or other final adjudication adverse to the director or officer
is
entered in a proceeding based on a finding in the proceeding that
the
director’s or officer’s action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of
action
adjudicated in the proceeding.
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The
Corporation has limited the liability of its directors and officers for money
damages in Section (a)(6) of Article Seventh of the Charter. This provision
reads as follows:
(6) To
the
fullest extent permitted by Maryland statutory or decisional law, as amended
or
interpreted, no director or officer of the Corporation shall be personally
liable to the Corporation or its stockholders for money damages. No amendment
of
the Charter of the Corporation or repeal of any of its provisions shall limit
or
eliminate the limitation on liability provided to directors and officers
hereunder with respect to any act or omission occurring prior to such amendment
or repeal.
As
permitted under Section 2-418(k) of the Maryland General Corporation Law, the
Corporation has purchased and maintains insurance on behalf of its directors
and
officers against any liability asserted against such directors and officers
in
their capacities as such, whether or not the Corporation would have the power
to
indemnify such persons under the provisions of Maryland law governing
indemnification.
Section
8(k) of the Federal Deposit Insurance Act (the “FDI Act”) provides that the
Federal Deposit Insurance Corporation (the “FDIC”) may prohibit or limit, by
regulation or order, payments by any insured depository institution or its
holding company for the benefit of directors and officers of the insured
depository institution, or others who are or were “institution-affiliated
parties,” as defined under the FDI Act, to pay or reimburse such person for any
liability or legal expense sustained with regard to any administrative or civil
enforcement action which results in a final order against the person. The FDIC
has adopted regulations prohibiting, subject to certain exceptions, insured
depository institutions, their subsidiaries and affiliated holding companies
from indemnifying officers, directors or employees for any civil money penalty
or judgment resulting from an administrative or civil enforcement action
commenced by any federal banking agency, or for that portion of the costs
sustained with regard to such an action that results in a final order or
settlement that is adverse to the director, officer or employee.
Item
7. Exemption
From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
4 |
Shore
Bancshares, Inc. 2006 Stock and Incentive Compensation Plan (incorporated
by reference to Appendix A of the Corporation’s definitive Proxy Statement
on Schedule 14A for the 2006 Annual Meeting of Stockholders, filed
with
the SEC on March 24, 2006).
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Exhibit
5 |
Opinion
of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to
legality of Shares to be issued.*
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Exhibit
23.1 |
Consent
of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC (included
in their opinion in Exhibit 5).
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Exhibit
23.2 |
Consent
of Stegman & Company, independent certified public accountants (filed
herewith).
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*
Previously
filed
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:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii) To
include 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;
Provided,
however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed with or furnished to the SEC by the Corporation pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference 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;
(4)That,
for
the purpose of determining liability of the registrant under the Securities
Act
of 1933 to any purchaser in the initial distribution of securities, the
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(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 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is
incorporated by reference in the registration statement 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.
(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.
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
Easton, State of Maryland, on this 26th
day of
July, 2006.
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SHORE BANCSHARES, INC. |
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By: |
/s/
W.
Moorhead Vermilye |
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W.
Moorhead Vermilye |
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President
and
Chief Executive Officer |
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.
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Signature
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Title
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Date
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/s/
Herbert L. Andrew, III
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Director
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July
26, 2006
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Herbert
L. Andrew, III
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Director
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___________
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Blenda
W. Armistead
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/s/
Lloyd L. Beatty, Jr.
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Director
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July
26, 2006
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Lloyd
L. Beatty, Jr.
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/s/
Paul M. Bowman
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Director
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July
26, 2006
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Paul
M. Bowman
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/s/
Daniel T. Cannon
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Director
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July
26, 2006
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Daniel
T. Cannon
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/s/
Thomas H. Evans
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Director
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July
26, 2006
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Thomas
H. Evans
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/s/
Mark Freestate
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Director
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July
26, 2006
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Mark
Freestate
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Director
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___________
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Richard
C. Granville
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/s/
W. Edwin Kee
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Director
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July
26, 2006
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W.
Edwin Kee
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/s/
Neil R. LeCompte
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Director
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July
26, 2006
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Neil
R. LeCompte
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Director
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___________
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Jerry
F. Pierson
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/s/
Christopher F. Spurry
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Director
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July
26, 2006
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Christopher
F. Spurry
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/w/
W. Moorhead Vermilye
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Director,
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July
26, 2006
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W.
Moorhead Vermilye
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President
and CEO
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/s/
Susan E. Leaverton
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Treasurer
and
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July
26, 2006
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Susan
E. Leaverton
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Principal
Accounting Officer
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Exhibit
Index
Exhibit
| Number |
Description
of Exhibits
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4
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Shore
Bancshares, Inc. 2006 Stock and Incentive Compensation Plan (incorporated
by reference to Appendix A of the Corporation’s definitive Proxy Statement
on Schedule 14A for the 2006 Annual Meeting of Stockholders, filed
with
the SEC on March 24, 2006).
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5
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Opinion
of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to
legality of Shares to be issued.*
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| 23.1 |
Consent
of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC (included
in their opinion in Exhibit 5).
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| 23.2 |
Consent
of Stegman & Company, independent certified public accountants (filed
herewith).
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*
Previously filed.