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As filed with the Securities and Exchange Commission on May 20, 2005
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRI-COUNTY FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
MARYLAND 52-1652138
----------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3035 LEONARDTOWN ROAD
WALDORF, MARYLAND 20604-0038
(301) 645-5601
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TRI-COUNTY FINANCIAL CORPORATION 2005 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
----------------------------------------
COPIES TO:
MICHAEL L. MIDDLETON GARY R. BRONSTEIN, ESQ.
PRESIDENT THOMAS P. HUTTON, ESQ.
TRI-COUNTY FINANCIAL CORPORATION MULDOON MURPHY & AGUGGIA LLP
3035 LEONARDTOWN ROAD 5101 WISCONSIN AVENUE, N.W.
WALDORF, MARYLAND 20604-0038 WASHINGTON, D.C. 20016
(301) 645-5601 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Proposed
Title of Maximum Proposed Maximum Amount of
Securities to be Amount Offering Price Aggregate Offering Registration
Registered to be Registered(1) Share Price Fee
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Common Stock
$.01 par Value 110,000 (2) $41.08(3) $4,518,800 $532
===========================================================================================
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Tri-County Financial Corporation 2005 Equity Compensation Plan (the
"Plan") as the result of a stock split, stock dividend or similar adjustment
to the outstanding common stock of Tri-County Financial Corporation (the
"Common Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of Tri-County Financial Corporation
common stock granted or to be granted under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on May 17,
2005 in accordance with 17 C.F.R. ss.230.457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
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TRI-COUNTY FINANCIAL CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Tri-County
Financial Corporation 2005 Equity Compensation Plan (the "Plan") specified by
Part I of this Registration Statement will be sent or given to the participants
in the Plan as specified by Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Tri-County Financial
Corporation (the "Registrant" or the "Corporation") with the SEC are
incorporated by reference in this Registration Statement:
(a) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005 (File No. 000-18279) filed with the SEC on May 13, 2005.
(b) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, which includes the consolidated balance sheets as of December
31, 2004 and 2003 and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2004, filed with the SEC on March 30, 2005 (File No. 000-
18279).
(c) A description of the Corporation's securities contained in its Form
8-K, filed with the SEC on February 2, 1990 (File No. 000-18279).
(d) All documents filed by the Registrant and the Plan, where applicable,
pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR 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 ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
Article XV of the Company's Articles of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
indemnified against liability which they may incur in their capacities as
follows:
The Corporation shall indemnify to the fullest extent permissible
under the Maryland General Corporation Law any individual who is or was a
director, officer, employee, or agent of the Corporation, and any
individual who serves or served at the Corporation's request as a
director, officer, partner, trustee, proceeding in which the individual is
made a party as a result of his service in such capacity. An individual
will not be indemnified if (i) it is established that the act or omission
at issue was material to the matter giving rise to the proceeding and (a)
was committed in bad faith, or (b) was the result of active and deliberate
dishonesty; (ii) the individual actually received an improper personal
benefit in money, property, or services; or (iii) in the case of a
criminal proceeding, the individual had reasonable cause to believe that
the act or omission was unlawful.
In accordance with Section 2-418 of the Maryland General Corporation Law,
directors of the Company generally shall be indemnified in the defense of a
proceeding if they are successful, on the merits or otherwise, and in other
circumstances unless (i) the act or omission was material to the proceeding and
either was committed in bad faith or was the result of active and deliberate
dishonesty; (ii) the director actually received an improper personal benefit, in
money, property or services; or, (iii) in the case of any criminal proceeding,
the director had reasonable cause to believe that the act or omission was
unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
5.0 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
common stock to be issued.
10.0 Tri-County Financial Corporation 2005 Equity Compensation Plan1
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of Stegman & Company
24.0 Power of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference to Appendix A in the definitive proxy
statement (Sec no. 000- 18279) filed with the SEC on April 11, 2005.
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ITEM 9. UNDERTAKINGS
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 unless the
information or prospectus required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act that are incorporated by reference into
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; and
(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.
(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; and
(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 purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC, such
indemnification is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Tri-County
Financial Corporation 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 Waldorf, Maryland on May 20, 2005.
TRI-COUNTY FINANCIAL CORPORATION
By: /s/ Michael L. Middleton
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Michael L. Middleton
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Middleton) constitutes and appoints William J. Pasenelli
and Mr. Middleton hereby constitutes and appoints Mr. Pasenelli, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the United States Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done as
fully, and to all intents and purposes, as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Michael L. Middleton President, Chief Executive May 20, 2005
--------------------------- Officer and Director
Michael L. Middleton (principal executive officer)
/s/ William J. Pasenelli Chief Financial Officer and May 20, 2005
--------------------------- Executive Vice President
William J. Pasenelli (principal accounting and
financial officer)
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/s/ C. Marie Brown Chief Operating Officer and May 20, 2005
--------------------------- Director
C. Marie Brown Director
/s/ Herbert N. Redmond, Jr. Director May 20, 2005
---------------------------
Herbert N. Redmond, Jr.
/s/ H. Beaman Smith Secretary/Treasurer and May 20, 2005
--------------------------- Director
H. Beaman Smith Director
/s/ A. Joseph Slater Director May 20, 2005
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A. Joseph Slater
/s/ Louis P. Jenkins, Jr. Director May 20, 2005
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Louis P. Jenkins, Jr.
/s James R. Shepherd Director May 20, 2005
---------------------------
James R. Shepherd
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
--------------- ------------------------------- -------------------------------- ------------
5.0 Opinion of Muldoon Murphy & Filed herewith.
Aguggia LLP
10.0 Tri-County Financial Corporation Filed herewith.
2005 Equity Compensation Plan
23.1 Consent of Muldoon Murphy & Contained in the opinion
Aguggia LLP included as Exhibit 5.0.
23.2 Consent of Stegman & Company Filed herewith.
24.0 Power of Attorney Located on the signature
page.
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