-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+3YlFDZQFj0mnUC0tZIDKdjyL72hkskPrclOCJv0VuJWe12WtrnKxYbJ4JM4bbZ tkMTufoT+X3EeirlXuvA2Q== 0000909654-07-002802.txt : 20071204 0000909654-07-002802.hdr.sgml : 20071204 20071204170356 ACCESSION NUMBER: 0000909654-07-002802 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071130 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071204 DATE AS OF CHANGE: 20071204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRI COUNTY FINANCIAL CORP /MD/ CENTRAL INDEX KEY: 0000855874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521652138 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18279 FILM NUMBER: 071284423 BUSINESS ADDRESS: STREET 1: 3035 LEONARDTOWN RD STREET 2: P O BOX 38 CITY: WALDORF STATE: MD ZIP: 20601 BUSINESS PHONE: 3016455601 MAIL ADDRESS: STREET 1: 3035 LEONARDTOWN ROAD CITY: WALDORF STATE: MD ZIP: 20601 8-K 1 tricounty8kdec4.txt 1 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): November 30, 2007 ----------------- TRI-COUNTY FINANCIAL CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-18279 52-1652138 -------- --------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 3035 Leonardtown Road, Waldorf, Maryland 20601 ---------------------------------------------- (Address of principal executive offices) (301) 645-5601 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (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)) 2 ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. --------------------------------------- On November 30, 2007, Tri-County Financial Corporation (the "Company"), the holding company for Community Bank of Tri-County, issued 249,371 shares of its common stock, par value $0.01, at a price of $26.25 per share, in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder. The Company received an aggregate of $6,545,989 in cash for the shares that were issued. There were no underwriting discounts or commissions. A copy of the press release announcing the completion of the private placement offering is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Shell Company Transactions: Not applicable (d) Exhibits Number Description ------ ----------- 99.1 Press Release dated December 4, 2007 3 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. Dated: December 4, 2007 By: /s/ Michael L. Middleton ------------------------------------- Michael L. Middleton President and Chief Executive Officer EX-99.1 2 tricountyexb99dec4.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE TRI-COUNTY FINANCIAL CORPORATION COMPLETES ITS PRIVATE PLACEMENT OFFERING WALDORF, MARYLAND, DECEMBER 4, 2007 -- Tri-County Financial Corporation (OTCBB: TCFC) (the "Company") completed its private placement offering today in which it sold 249,371 shares of its common stock, par value $0.01 per share, at $26.25 per share, for aggregate proceeds of $6,545,988.75. The shares were sold by the members of the Company's Board of Directors. No selling commissions or other form of compensation were paid to any party in connection with the sale of shares. The proceeds of the offering are expected to be distributed to Community Bank of Tri-County to support its growth. Tri-County Financial Corporation is the bank holding company for Community Bank of Tri-County, which conducts business through its main office in Waldorf, Maryland, and eight branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick and California, Maryland. Contact: Michael L. Middleton President and Chief Executive Officer (888) 745-2265 -----END PRIVACY-ENHANCED MESSAGE-----