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 25, 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 8.01 Other Events
On June 25, 2012, the Board of Directors of the Company elected Raymond Raedy as Chairman of the Board of Directors and Kenneth G. McCombs as Vice Chairman of the Board of Directors. John N. Burdette, former Chairman of the Board of Directors, was elected as Chairman Emeritus and will continue to serve as a member of the Board of Directors. For further information, reference is made to the Company's press release, dated June 26, 2012, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On June 26, 2012, the Company announced the declaration of a cash dividend. For further information, reference is made to the Company's press release, dated June 26, 2012, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On June 26, 2012, the Company announced the authorization of a new stock repurchase program. For further information, reference is made to the Company's press release, dated June 26, 2012, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press Release dated June 26, 2012
Exhibit 99.2 Press Release dated June 26, 2012
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FREDERICK COUNTY BANCORP, INC. | ||
| (Company) | ||
| By: | /s/William R. Talley, Jr. | |
| William R. Talley, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer | ||
| (Principal Accounting Officer) | ||
Dated: June 26, 2012
Frederick County Bancorp, Inc. Announces Dividend and Extension of Stock Repurchase Program
FREDERICK, Md., June 26, 2012 /PRNewswire/ -- Frederick County Bancorp, Inc. (the "Company") (OTC Bulletin Board: FCBI), the parent company for Frederick County Bank (FCB), announced today a cash dividend on its common stock of $0.05 per share. This cash dividend is payable on August 10, 2012 to shareholders of record on July 16, 2012. As it moves forward through 2012, the Company will continue to evaluate its ability to pay any additional cash dividends on the basis of its earnings and capital position.
"We are again pleased to reward our shareholders with another cash dividend this year," said President and CEO Martin S. Lapera. "We are intently focused on exceeding our clients' expectations – this is at the core of our vision and strategy for successful performance and ultimately delivering value to our shareholders. Frederick County Bank is currently well capitalized and has a strong balance sheet and is well positioned to generate strong loan and deposit growth during the remainder of 2012."
The Company also announced today that its Board of Directors has authorized a new program for the repurchase of up to 300,000 shares of its common stock, for an aggregate expenditure of not more than $5.0 million, through June 30, 2017, or earlier termination of the program by the Board of Directors. The new repurchase authorization replaces the prior repurchase program. As of June 25, 2012, the Company had approximately 1.52 million shares outstanding. Repurchases, if any, by the Company pursuant to this authorization are expected to enable the Company to repurchase its shares at an attractive price, and to provide a source of liquidity for the Company's shares.
Repurchases may be made in open market purchases or in privately negotiated transactions, and may be commenced or suspended at any time or from time to time at management's discretion, without prior notice. Repurchases, if any, under the program will be made in the discretion of management, and will depend upon market pricing and conditions, business, legal, accounting and other considerations. The repurchase program may be modified, suspended or terminated by the Board of Directors at any time without notice. There can be no assurance as to the timing, price or volume of Company repurchases, if any, pursuant to this authorization.
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. Frederick County Bank maintains a solid Four Star Rating from Bankrate.com as of December 31, 2011 and the top Five Star Rating from Bauer Financial, Inc., as of March 31, 2012.
The statements in this press release that are not historical facts constitute "forward-looking statements" as defined by Federal Securities laws. Forward-looking statements can generally be identified by the use of forward- looking terminology such as "believes," "expects," "intends," "may," "will," "should," "anticipates" or similar terminology. Such statements, specifically regarding the Company's intentions regarding growth and market expansion, are subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, changes in interest rates, deposit flows, loan demand and real estate values, as well as changes in economic, competitive, governmental, regulatory, technological and other factors which may affect the Company specifically, its existing and target market areas or the banking industry generally. Forward-looking statements speak only as of the date they are made. The Company will not update forward-looking statements to reflect factual assumptions, circumstances or events that have changed after a forward-looking statement was made. For further information, please refer to the Company's reports filed with the U.S. Securities and Exchange Commission.
CONTACT: William R. Talley, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer, +1-240-529-1507
Frederick County Bancorp, Inc. Announces Changes to Board of Directors
FREDERICK, Md., June 26, 2012 /PRNewswire/ -- Frederick County Bancorp, Inc. (the "Company") (OTC Bulletin Board: FCBI), the parent company for Frederick County Bank (the "Bank"; "FCB"), announced today that several position changes have been made, effective immediately, within the Board of Directors of the Company (the "Board").
Raymond Raedy, formerly Vice Chairman of the Board, has been elected as Chairman of the Board. Kenneth G. McCombs has been elected as Vice Chairman of the Board. John N. Burdette, formerly Chairman of the Board, has been elected to the newly created position of Chairman Emeritus and will continue to serve as a member of the Board of Directors. All three have served on the Board since the inception of the Bank in 2001.
"The results of yesterday's elections during our regular Board meeting reflect the implementation of the succession planning already in place," said President and CEO Martin S. Lapera. "We believe these changes in Board positions will provide a platform of continuity as we move forward into our second decade."
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. Frederick County Bank maintains a solid Four Star Rating from Bankrate.com as of December 31, 2011 and the top Five Star Rating from Bauer Financial, Inc., as of March 31, 2012.
The statements in this press release that are not historical facts constitute "forward-looking statements" as defined by Federal Securities laws. Forward-looking statements can generally be identified by the use of forward- looking terminology such as "believes," "expects," "intends," "may," "will," "should," "anticipates" or similar terminology. Such statements, specifically regarding the Company's intentions regarding growth and market expansion, are subject to risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, changes in interest rates, deposit flows, loan demand and real estate values, as well as changes in economic, competitive, governmental, regulatory, technological and other factors which may affect the Company specifically, its existing and target market areas or the banking industry generally. Forward-looking statements speak only as of the date they are made. The Company will not update forward-looking statements to reflect factual assumptions, circumstances or events that have changed after a forward-looking statement was made. For further information, please refer to the Company's reports filed with the U.S. Securities and Exchange Commission.
CONTACT: William R. Talley, Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer, +1-240-529-1507