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 3, 2009
SHORE BANCSHARES,
INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-22345
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52-1974638
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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18 East Dover Street,
Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (410)
822-1400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
1.01. Entry Into a Material Definitive
Agreement
As previously reported, Shore
Bancshares, Inc. (the “Company”) sold 25,000 shares of its preferred stock and
issued a common stock purchase warrant (the “Original Warrant”) to the United
States Department of the Treasury (the “Treasury”) on January 9, 2009 pursuant
to the Troubled Asset Relief Program Capital Purchase Program. On
April 15, 2009, the Company redeemed all 25,000 shares of its preferred stock
and entered into a letter agreement with the Treasury which, among other things,
eliminated certain limitations on the Treasury’s ability to transfer and/or
exercise the Original Warrant.
On June 3, 2009, pursuant to that
letter agreement, the Company issued a substitute warrant to the Treasury that
is identical in all respects to the Original Warrant, except that the
aforementioned limitations (contained in Section 13(H) of the Original Warrant)
were deleted. A copy of the Substitute Warrant is filed herewith as
Exhibit 4.1.
Item
3.03. Material Modification to Rights of Security
Holders.
The information set forth in Item 1.01
of this report is incorporated into this Item 3.03 by reference.
Item
9.01. Financial Statements and
Exhibits.
(c) Exhibits. The
exhibits filed with this report are listed in the Exhibit Index which follows
the signatures hereto, which index is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SHORE BANCSHARES,
INC. |
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Dated: June
3, 2009
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By:
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/s/ W.
Moorhead Vermilye |
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W.
Moorhead Vermilye
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President
and CEO |
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EXHIBIT
INDEX
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Exhibit
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Description |
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4.1
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Substitute
Warrant issued to the U.S. Department of the Treasury (filed
herewith)
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