0001144204-12-032644.txt : 20120531 0001144204-12-032644.hdr.sgml : 20120531 20120531095935 ACCESSION NUMBER: 0001144204-12-032644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120530 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120531 DATE AS OF CHANGE: 20120531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREDERICK COUNTY BANCORP INC CENTRAL INDEX KEY: 0001258831 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 200049496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50407 FILM NUMBER: 12879455 BUSINESS ADDRESS: STREET 1: 9 NORTH MARKET STREET CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 301-620-1400 MAIL ADDRESS: STREET 1: PO BOX 1100 STREET 2: C/O FREDERICK COUNTY BANK CITY: FREDERICK STATE: MD ZIP: 21702-0100 8-K 1 v314895_8k.htm CURRENT REPORT

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): May 30, 2012

 

Frederick County Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Commission file number: 000-50407

 

Maryland 20-0049496
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

 

9 North Market Street, Frederick, Maryland 21701

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (301) 620-1400

 

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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))

 

 
 

 

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Compensatory Arrangements of Certain Officers

 

On May 30, 2012, the Board of Directors of Frederick County Bancorp, Inc. (the “Company”) appointed Robert S. Carmack to fill a newly created seat on the Board of Directors. Mr. Carmack will also serve as a member of the Board of Directors of Frederick County Bank (the “Bank”). To the knowledge of the Company, there is no arrangement or understanding between Mr. Carmack and any other person pursuant to which he was selected as a director.

 

Mr. Carmack is expected to be appointed to the audit committee of the Board of Directors of the Company.

 

Mr. Carmack is a lifelong resident of Frederick County. Graduating from Frederick High in 1972, Mr. Carmack studied Business at Frederick Community College before becoming a full time life insurance agent with the Prudential Ins. Co. in 1974. In 1975, Mr. Carmack became a licensed life, property & casualty insurance agent with the Stoffer-Sanner Insurance Agency. In 1980, Mr. Carmack became a Vice-President with Stoffer-Sanner, and since 1996 has served as President and CEO of Carmack Insurance Group (formerly known as Stoffer-Sanner). Mr. Carmack is currently active in a number of professional associations. He has served as President of Frederick County Independent Agents Association and the Life Underwriters Association of Frederick County. He is a past President of Montgomery Ins. Co. Agents Advisory Board (HERRAC) and a fifteen year member of the State Auto Mutual’s Inner Circle, as well as a thirteen year member of Erie Insurance Company’s Founders Club of Excellence. Bob is a current member of the Insurance Agent & Brokers Association of PA (MD, DC) and is a life member of the Life Underwriters Training Council.

 

Mr. Carmack and his related interests have loans in the aggregate of $355 thousand that have been made on substantially the same terms, including interest rates, collateral, and repayment terms, as those prevailing at the same time for comparable transactions with unaffiliated parties. These extensions of credit have not and do not currently involve more than the normal risk of collectability or present other unfavorable features. All related party transactions relationships must be on terms not materially less favorable than what would be usual and customary in similar transactions between unrelated persons dealing at arms’ length.

 

Other than eligibility for fees (including grants of awards under the Company’s 2011 Stock Incentive Plan) for service as a member of the Company and Bank Boards of Directors, as described in the Company’s proxy materials (and as subject to periodic adjustment), Mr. Carmack is not a party to any material plan, contract or arrangement entered into or materially amended in connection with his appointment to the Board of Directors of the Company.

 

Item 7.01Regulation FD Disclosure

 

On May 31, 2012, the Company announced the appointment of Robert S. Carmack to the board of directors. For further information, reference is made to the Registrant's press release, dated May 31, 2012, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit 99.1Press Release dated May 31, 2012

 

 
 

 

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.

 

 

  FREDERICK COUNTY BANCORP, INC.
  (Registrant)
   
   
  By:  /s/ William R. Talley, Jr.
    William R. Talley, Jr., Executive Vice President,
Chief Financial Officer and Chief Operating Officer
(Principal Accounting Officer)

 

Dated: May 31, 2012

 

 
 

 EX-99.1 2 v314895_ex99-1.htm EXHIBIT 99.1

Robert S. Carmack named as a Director of Frederick County Bank

FREDERICK, Md., May 31, 2012 /PRNewswire/ -- John N. Burdette, Chairman of the Board for Frederick County Bancorp, Inc. (the "Company") (OTC Bulletin Board: FCBI), the parent company for Frederick County Bank (the "Bank"), announced today that Robert S. Carmack has been appointed to the Board of Directors for the Company and the Bank.

(Photo: http://photos.prnewswire.com/prnh/20120531/NE16160 )

"We are very pleased and honored to have this talented business professional join us on the Company's and Bank's Board of Directors. Mr. Carmack has demonstrated extraordinary skills in the business world as well as in the Frederick community and will bring a unique blend of experience to the leadership of Frederick County Bank," said Mr. Burdette.

Robert ("Bob") Carmack is a lifelong resident of Frederick County. Graduating from Frederick High School in 1972, Bob studied business at Frederick Community College before becoming a full time life insurance agent with the Prudential Insurance Company in 1974. In 1975, Bob became a licensed life, property & casualty insurance agent with Stoffer-Sanner Insurance Agency. In 1980, Bob became a Vice-President with Stoffer-Sanner, and since 1996 has served as President and CEO of Carmack Insurance Group (formerly known as Stoffer-Sanner).

Bob is currently active in a number of professional associations. He has served as President of Frederick County Independent Agents Association and the Life Underwriters Association of Frederick County. He is a past President of Montgomery Insurance Company Agents Advisory Board (HERRAC) and is a fifteen year member of State Auto Mutual's Inner Circle, as well as, a thirteen year member of Erie Insurance Company's Founders Club of Excellence. Bob is a current member of the Insurance Agent & Brokers Association of PA, MD and DC and is a life member of Life Underwriters Training Council. An active community volunteer, Bob has served on the boards of Gale House, American Cancer Society, United Way of Frederick County and Cloverhill Swim Club. Bob resides in Frederick with his wife Linda and their three children.

Frederick County Bank celebrated its ten year anniversary on October 18, 2011 and has posted positive quarterly earnings continuously since 2002, its second year in operation. The Bank is headquartered in Frederick, Maryland, and conducts full service commercial banking services through five offices, four of which are in the City of Frederick and one office located in Walkersville, Maryland. FCB's newest branch office on the East side of Frederick City near the airport opened on January 11, 2012. Frederick County Bank maintains a solid Four Star Rating from Bankrate.com and the top Five Star Rating from Bauer Financial, Inc., both as of December 31, 2011.



CONTACT: William R. Talley, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer, +1-240-529-1507