8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  September 24, 2013

TRI-COUNTY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	0-18279	52-1652138
(State or other Jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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))

Item 8.01Other Information

On September 24, 2013, Tri-County Financial Corporation (the “Company”) announced the commencement of an underwritten public offering of 1,400,000 shares of its common stock. The underwriters will be granted a 30-day option to purchase up to an additional 15% of the shares sold to cover over-allotments, if any.

The press release announcing the stock offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

Exhibits

Number                         Description

99.1                             Press Release dated September 24, 2013

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:  September 24, 2013	By:	/s/ William J. Pasenelli
		William J. Pasenelli
		President and Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE CONTACT:  Michael L. Middleton Chief Executive Officer 888.745.2265

TRI-COUNTY FINANCIAL CORPORATION

ANNOUNCES PUBLIC OFFERING OF COMMON STOCK

Waldorf, Maryland, September 24, 2013 – Tri-County Financial Corporation (OTCBB: TCFC) (the “Company”), the holding company for Community Bank of Tri-County (the “Bank”),reported today that it has commenced an underwritten public offering of 1,400,000 shares of its common stock.  The Company intends to grant the underwriters an option to purchase up to an additional 15 percent of the amount sold to cover over-allotments, if any.

The Company has applied to have its common stock listed on the NASDAQ Capital Market under the symbol “TCFC”, such listing to occur concurrently with the close of the public offering.

The Company expects to use the net proceeds from this offering for general corporate purposes, which may include, among other uses, contributing capital to the Bank and supporting organic growth and opportunistic acquisitions of whole banking institutions or branch locations, should appropriate acquisition opportunities arise.  The Company does not have any specific plans for acquisitions at this time.

Keefe, Bruyette & Woods, a Stifel Company, is the sole book-running manager in this offering and Sandler O’Neill & Partners is acting as co-manager.

The Company initially filed a registration statement (including a preliminary prospectus) with the SEC on September 12, 2013 for the offering to which this communication relates.  Prospective investors should read the preliminary prospectus in that registration statement and other documents that the Company has filed with the SEC for more complete information about the Company and the offering.  Investors may obtain these documents without charge on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus may be obtained from Keefe, Bruyette & Woods, Inc., Attention:  Equity Capital Markets, 787 Seventh Avenue, 4th Floor , New York, New York 10019, or by calling (800) 966-1559.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Tri-County Financial Corporation

The Company is the bank holding company for Community Bank of Tri-County, which conducts business through its main office in Waldorf, Maryland, and ten branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby, California, Maryland; and Dahlgren, Virginia.

Forward-Looking Statements

This news release may contain statements relating to future events or future results of the Company that are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,”  “plan,” “estimate,” “intend” and “potential,” or words of similar meaning, or future or conditional verbs such as “should,” “could,” or “may.”  Forward-looking statements reflect our expectation or prediction of future conditions, events or results based on information currently available.  These forward-looking statements are subject to significant risks and uncertainties that may cause actual results to differ materially from those in such statements.  These risk and uncertainties include, but are not limited to, the risks identified in our Annual Report on Form 10-K for the year ended December 31, 2012, including in the Risk Factors section of that report, in the Registration Statement we filed on September 12, 2013 and in other reports that we file with the SEC.  Forward-looking statements speak only as of the date they are made.  We do not undertake to update forward-looking statements to reflect circumstances or events that occur after such date or to reflect the occurrence of unanticipated events except as required by federal securities laws.