0001157523-15-002039.txt : 20150609 0001157523-15-002039.hdr.sgml : 20150609 20150609163415 ACCESSION NUMBER: 0001157523-15-002039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150605 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150609 DATE AS OF CHANGE: 20150609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Bancorp Inc CENTRAL INDEX KEY: 0001390162 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35489 FILM NUMBER: 15921316 BUSINESS ADDRESS: STREET 1: 6011 University Boulevard STREET 2: Suite 370 CITY: Ellicott City STATE: MD ZIP: 21043 BUSINESS PHONE: 410-750-0020 MAIL ADDRESS: STREET 1: 6011 University Boulevard STREET 2: Suite 370 CITY: Ellicott City STATE: MD ZIP: 21043 8-K 1 a51120820.htm HOWARD BANCORP, INC. 8-K

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 5, 2015


Howard Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Maryland

001-35489

20-3735949

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.

6011 University Boulevard, Suite 370, Ellicott City, Maryland

21043

(Address of principal executive offices)

(Zip Code)


(410) 750-0020
Registrant’s telephone number, including area code

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:

⊠ 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))


Section 8-Other Events

Item 8.01 Other Events.

As previously announced, Howard Bancorp, Inc. (“Howard”), a Maryland corporation and the parent company of Howard Bank, entered into an Agreement and Plan of Merger with Patapsco Bancorp, Inc. (“Patapsco”), a Maryland corporation and the parent company of The Patapsco Bank, pursuant to which Patapsco will be merged with and into Howard (the “Merger”).  As previously disclosed, consummation of the Merger is subject to certain closing conditions, including the receipt of required regulatory approvals.  Such approvals include approval of the Board of Governors of the Federal Reserve System (the “FRB”) and the Maryland Office of the Commissioner of Financial Regulation (the “Maryland Commissioner”) of the Merger and of the Federal Deposit Insurance Corporation (the “FDIC”) and the Maryland Commissioner for the merger of The Patapsco Bank into Howard Bank (the “Bank Merger”).  We received FRB approval for the merger as of May 12, 2015, Maryland Commissioner approval of the merger and the Bank Merger on June 1, 2015, and FDIC approval of the Bank Merger as of June 3, 2015.  Accordingly, all required regulatory approvals with respect to the Merger have now been received.

Important Additional Information.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  This report contains statements relating to a proposed merger between Howard and Patapsco that is the subject of joint proxy statement/prospectus included in an amendment to Howard’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2015.

This report is not a substitute for the joint proxy statement/prospectus or any other document that Howard has filed or may file with the SEC or that Howard or Patapsco has sent or may send to its stockholders in connection with the Merger and their respective boards of directors’ solicitation of proxies in connection therewith.  INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS, INCLUDING THE FINAL JOINT PROXY STATEMENT/ PROSPECTUS, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Copies of the documents filed with the SEC by Howard will be available free of charge on Howard’s website at www.howardbank.com under the tab “Investor Relations” and then under the heading “SEC Documents” or by contacting George C. Coffman at (410) 750-0020.  You may also read and copy any reports, statements and other information filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC.  Information about the operation of the SEC Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The information on Howard’s website is not, and shall not be deemed to be, a part of this report or incorporated into other filings Howard makes with the SEC.

Howard, Patapsco and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the stockholders of Howard and Patapsco in connection with the transaction.  Information about the directors and executive officers of Howard and Patapsco and the interests of these participants and other persons who may be deemed participants in the merger is set forth in the joint proxy statement/prospectus referred to above.  

Item 9.01     Financial Statements and Exhibits.

(d)                 Exhibits:

99.1      Press release dated June 9, 2015

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.

HOWARD BANCORP, INC.

 

 

 

 

By:

/s/ George C. Coffman

Name:

George C. Coffman

Date:

June 9, 2015

Title:

Executive Vice President and

Chief Financial Officer


EXHIBIT INDEX

Exhibit Number   Description
 
99.1 Press release dated June 9, 2015

EX-99.1 2 a51120820ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Howard Bancorp Receives Regulatory Approval for the Acquisition of Patapsco Bancorp, Inc.

ELLICOTT CITY, Md.--(BUSINESS WIRE)--June 9, 2015--Howard Bancorp, Inc. (NASDAQ: HBMD) announced today that it, along with its banking subsidiary, Howard Bank, have received all required regulatory approvals necessary to proceed with the acquisition of Patapsco Bancorp, Inc., and its banking subsidiary, The Patapsco Bank. The transaction will be voted upon by stockholders of both Howard Bancorp and Patapsco Bancorp at meetings scheduled for July 22, 2015. The deal is anticipated to close on or about August 28, 2015, pending stockholder approval.

Upon satisfaction of all closing conditions, including stockholder approval, and closing of the merger, Howard Bank will acquire approximately $220 million in assets, $172 million in loans and assume approximately $183 million in deposits from The Patapsco Bank. The acquisition will increase Howard Bank’s Greater Baltimore branch network to 17 branches, consisting of four branches in Howard County, one branch in Anne Arundel County, four branches in Baltimore County, one branch in Baltimore City, four branches in Harford County, and two branches in Cecil County, MD, and one location in Lancaster County, PA.

Howard Bank Chair and CEO, Mary Ann Scully said, “We are excited to make further progress on this important combination and are proud of the quick approvals received from all three regulatory agencies responsible for reviewing the transaction. We look forward to welcoming Patapsco stockholders, working with Patapsco’s employees and serving the customers of Patapsco Bank in the upcoming weeks.”

About Howard Bank

Howard Bancorp is a bank holding company with total assets of $710 million as of March 31, 2015. Its principal operating subsidiary, Howard Bank, headquartered in Ellicott City, MD, is a growth-focused community bank serving businesses, professionals and individuals in the Greater Baltimore area through its full service branches and regional offices in Annapolis, Rising Sun, Timonium and Towson, MD, and mortgage operations throughout the Central Maryland area. Howard Bank is a wholly owned subsidiary of Howard Bancorp (NASDAQ: HBMD).

For information, call 410-750-0020 or visit www.howardbank.com.

Cautionary Statements about Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated closing of the Merger and the impact of the Merger on Howard. These statements are based upon the beliefs of the managements of Howard and Patapsco as to the expected outcome of future events and judgments about the ability of the parties to successfully consummate the merger, which by their nature are not susceptible to accurate forecast and are subject to significant uncertainty. Factors that could cause results and outcomes to differ materially include, among others, the ability to obtain required stockholder approvals and the possibility that one or more of the other conditions to the consummation of the merger may not be satisfied. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on such forward-looking statements.

Additional Information Regarding the Proposed Merger

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This report contains statements relating to a proposed merger between Howard and Patapsco that is the subject of joint proxy statement/ prospectus included in an amendment to Howard’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2015.

This press release is not a substitute for the joint proxy statement/prospectus or any other document that Howard has filed or may file with the SEC or that Howard or Patapsco has sent or may send to its stockholders in connection with the Merger and their respective boards of directors’ solicitation of proxies in connection therewith. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS, INCLUDING THE FINAL JOINT PROXY STATEMENT/ PROSPECTUS, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Copies of the documents filed with the SEC by Howard will be available free of charge on Howard’s website at www.howardbank.com under the tab “Investor Relations” and then under the heading “SEC Documents” or by contacting George C. Coffman at (410) 750-0020. You may also read and copy any reports, statements and other information filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC. Information about the operation of the SEC Public Reference Room may be obtained by calling the SEC at 1 800 SEC 0330.

Howard, Patapsco and their respective directors, executive officers and members of management may be deemed to be participants in the solicitation of proxies from the stockholders of Howard and Patapsco in connection with the transaction. Information about the directors and executive officers of Howard and Patapsco and the interests of these participants and other persons who may be deemed participants in the merger is set forth in the joint proxy statement/prospectus referred to above.

CONTACT:
Howard Bancorp, Inc.
Mary Ann Scully, 410-750-0020