-----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, Vht/AB2gdJO2kNpojNE3PxLzghrThHzuWSBogBB9JIXe47EtJ7DAStf3kuHShEJM VhhXvRLHyNo8TgImg3i9ww== 0000904280-98-000117.txt : 19980227 0000904280-98-000117.hdr.sgml : 19980227 ACCESSION NUMBER: 0000904280-98-000117 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980226 EFFECTIVENESS DATE: 19980226 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLEN BURNIE BANCORP CENTRAL INDEX KEY: 0000890066 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521782444 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46943 FILM NUMBER: 98550671 BUSINESS ADDRESS: STREET 1: 101 CRAIN HIGHWAY SE CITY: GLEN BURNIE STATE: MD ZIP: 21061 BUSINESS PHONE: 4107660090 MAIL ADDRESS: STREET 1: 101 CRAIN HWY SE CITY: GLEN BURNIE STATE: MD ZIP: 21061 S-8 1 Registration No. 333-______ As filed with the Securities and Exchange Commission on February 26, 1998 ________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________________________ GLEN BURNIE BANCORP ----------------------------------------------------- (Exact name of Registrant as Specified in Its Charter) MARYLAND 52-1782444 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 CRAIN HIGHWAY S.E. GLEN BURNIE, MARYLAND 21061-3578 ---------------------------------------- (Address of Principal Executive Offices) THE BANK OF GLEN BURNIE EMPLOYEE STOCK PURCHASE PLAN ---------------------------------------- (Full Title of the Plan) F. WILLIAM KUETHE, JR., PRESIDENT GLEN BURNIE BANCORP 101 CRAIN HIGHWAY, S.E. GLEN BURNIE, MARYLAND 21061 ---------------------------------------- (Name and Address of Agent For Service) (410) 766-3300 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) COPIES TO: ALLAN D. HOUSLEY, ESQUIRE JAMES C. STEWART, ESQUIRE J. MARK POERIO, ESQUIRE HOUSLEY KANTARIAN & BRONSTEIN, P.C. 1220 19TH STREET N.W., SUITE 700 WASHINGTON, D.C. 20036 (202) 822-9611 CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE ==================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be registered registered Per Share Price Fee - ------------------------------------------------------------------------------------ Common Stock, $10.00 par value 25,000 (1) $21.0375 (2) $525,937 (2) $156.00 ==================================================================================== (1) Maximum number of shares issuable under The Bank of Glen Burnie Employee Stock Purchase Plan, as such amounts may be increased in accordance with said plan in the event of a recapitalization or reclassification involving the Registrant. (2)Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the price at which the options may be exercised. Under the Plan, options may be exercised at a price equal to 85% of the fair market value of the Common Stock at the time of grant. Based upon the last sale price of the Common Stock of the Registrant as reported on the OTC Bulletin Board on January 28, 1998 of $24.75 per share, the aggregate exercise price of the 25,000 shares to be offered hereby is $525,937. /TABLE PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* - ------ ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL - ------ INFORMATION* *Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in The Bank of Glen Burnie Employee Stock Purchase Plan (the "Plan") in accordance with Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE - ------ Glen Burnie Bancorp (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files periodic reports and other information with the Commission. Reports and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Company. The address for the Commission's Web site is "http://www.sec.gov". The following documents are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 as filed with the Commission on August 29, 1997 (Commission File No. 33-62278). (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 as filed with the Commission on July 18, 1997 (Commission File No. 33-62278). (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 as filed with the Commission on August 14, 1997 (Commission File No. 33-62278). (d) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 as filed with the Commission on November 14, 1997 (Commission File No. 33-62278). (e) The Company's Amendment to its Quarterly Report on Form 10-Q/A for the quarter ended September 30, 1997 as filed with the Commission on December 24, 1997 (Commission File No. 33-62278). (f) The Company's Amendment to its Annual Report on Form 10-K/A for the year ended December 31, 1996 as filed with the Commission on January 9, 1998 (Commission File No. 33-62278). ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $10.00 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS. ITEM 4. DESCRIPTION OF SECURITIES - ------ DESCRIPTION OF CAPITAL STOCK GENERAL The Company is authorized to issue 5,000,000 shares of Common Stock. As of January 5, 1998, there were 1,092,768 shares outstanding. Each share of the Common Stock has the same relative rights as, and is identical in all respects with, each other share of Common Stock. The Common Stock is not subject to redemption and is not convertible into any other class of securities. Upon payment of the full purchase price therefor, the Common Stock will be fully paid and non-assessable. The Common Stock may be issued in either certificated or uncertificated form. THE COMMON STOCK OF THE COMPANY REPRESENTS NONWITHDRAWABLE CAPITAL, IS NOT AN ACCOUNT OF AN INSURABLE TYPE, AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. DIVIDENDS. The Company can pay dividends if, as and when declared by its Board of Directors, subject to compliance with limitations which are imposed by law. The holders of Common Stock of the Company will be entitled to receive and share equally in such dividends as may be declared by the Board of Directors of the Company out of funds legally available therefor. VOTING RIGHTS. The holders of Common Stock of the Company possess exclusive voting rights in the Company. Each holder of Common Stock is entitled to one vote per share. Directors are elected by a plurality of the votes cast. A majority of the votes cast is generally required for the approval of all other matters submitted to a vote of the stockholders except as described in " -- Certain Voting Requirements." LIQUIDATION. In the event of any liquidation, dissolution or winding up of the Company, the holders of its Common Stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of the Company available for distribution. PREEMPTIVE RIGHTS. Holders of the Common Stock of the Company are entitled to preemptive rights with respect to any additional shares which may be issued by the Company. Preemptive rights generally entitle stockholders to subscribe to any and all issuances of the Common Stock on a proportionate basis and in an amount equal to the ratio that each individual stockholder's total number of shares bears to the total number of shares of Common Stock outstanding. Under the Maryland General Corporation Law, however, pre-emptive rights do not apply to: (1) stock issued to obtain any of the capital required to initiate the corporate enterprise; (2) stock issued for at least its fair value in exchange for consideration other than money; (3) stock remaining unsubscribed for after being offered to stockholders; (4) treasury stock sold for at least its fair value; (5) stock issued or issuable under articles of merger; (6) stock which is not presently entitled to be voted in the election of directors issued for at least its fair value; (7) stock, including treasury stock, issued to an officer or other employee of the corporation or its subsidiary on terms and conditions approved by the stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter; and (8) any other issuance of shares if the applicability of preemptive rights is impracticable. TRANSFER AGENT AND REGISTRAR. The Bank acts as transfer agent and registrar for the Common Stock. CERTAIN VOTING REQUIREMENTS ARTICLES OF INCORPORATION AND BYLAWS. The Company's Articles of Incorporation provide that the affirmative vote of 80% of the outstanding shares of stock of the Company entitled to vote shall be required for the approval of: (a) any amendment to the Articles of Incorporation; (b) the consolidation of the Company with one or more corporations to form a new consolidated corporation; (c)the merger of the Company with another corporation or the merger of one or more corporations into the Company; (d) the sale, lease or exchange or other transfer of all or substantially all, of the property and assets of the Company, including its goodwill; (e) the participation of the Company in a share exchange, the stock of which is to be acquired; or (f) the voluntary liquidation, dissolution or winding up of the Company. The Company's Bylaws require the affirmative vote of 80% of the votes entitled to be cast at an election of directors in order to remove a director. In addition, the Bylaws may only be amended by the stockholders by an affirmative vote of 80% of the votes entitled to be cast on the matter. BUSINESS COMBINATIONS. Under the Maryland General Corporation Law, mergers, consolidations and sales of substantially all of the assets of a Maryland corporation must generally be approved by the affirmative vote of the holders of two-thirds of the outstanding shares of stock entitled to vote thereon. Maryland's Business Combination Statute, however, restricts certain transactions between a Maryland corporation (or its majority owned subsidiaries), and any person who, after the date the corporation has 100 or more beneficial owners of its stock, beneficially owns 10% or more of the corporation's outstanding voting stock, together with affiliates or associates thereof (an "Interested Stockholder"). For a period of five years following the date that a stockholder becomes an Interested Stockholder, Maryland's Business Combination Statute generally prohibits the following types of transactions between the corporation and the Interested Stockholder (unless certain conditions, described below, are met): (i) mergers, consolidations or share exchanges; (ii) sales, leases, exchanges or other dispositions other than in the ordinary course of business or pursuant to a dividend, in any twelve-month period, of assets having an aggregate book value of 10% or more of the total market value of the outstanding stock of the corporation or of its net worth; (iii) issuances or transfers by the corporation or any subsidiary thereof of any equity securities of the corporation or any subsidiary thereof having a market value of 5% or more of the total market value of the outstanding stock of the corporation; (iv) the adoption of a proposal or plan of liquidation or dissolution of the corporation in which anything other than cash will be received by the Interested Stockholder or any affiliate of any Interested Stockholder; (v) any reclassification of securities, or recapitalization of the corporation, or any merger, consolidation, or share exchange of the corporation with any of its subsidiaries which has the effect of increasing by 5% or more of the total number of shares, the proportionate amount of the outstanding shares of any class of equity securities of the corporation or any subsidiary thereof which is owned by an Interested Stockholder; and (vi) the receipt by any Interested Stockholder or any affiliate thereof of the benefit, directly or indirectly, (except proportionately as a stockholder) of any loan, advance, guarantee, pledge, or other financial assistance or any tax credit or other tax advantage provided by the corporation or any of its subsidiaries. After the five-year moratorium on business combinations has expired, a business combination must (i) be recommended by the board of directors and approved by (a) 80% of the stockholders entitled to vote, and (b) two-thirds of the disinterested stockholders, or (ii) meet the rigorous fair price requirements of the business combination statute, or (iii) qualify for one of the statutory exemptions. This restriction does not apply if before such person becomes an Interested Stockholder, the Board of Directors approves the transaction in which the Interested Stockholder becomes an Interested Stockholder or approves the business combination, or a statutory exemption applies. A Maryland corporation may exempt particular interested stockholders from the requirements of the statute by resolution adopted by its board of directors prior to the date the Interested Stockholder became an Interested Stockholder. CONTROL SHARE ACQUISITIONS. The Maryland General Corporation Law provides that "control shares" of a Maryland corporation acquired in a "control share acquisition" have no voting rights except to the extent approved by a vote of two-thirds of the shares entitled to be voted on the matter, excluding shares of stock owned by the acquiror or by officers or directors who are employees of the corporation. "Control shares" are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiror, or in respect of which the acquiror is able to exercise or direct the exercise of voting power except solely by virtue of a revocable proxy, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (i) one-fifth or more but less than one-third; (ii) one-third or more but less than a majority; or (iii) a majority of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A "control share acquisition" means the acquisition of control shares, subject to certain exceptions for shares acquired through descent or distribution, in satisfaction of a pledge or in a merger, consolidation or share exchange to which the corporation is a party. The control share acquisition statute applies to any Maryland corporation with 100 or more beneficial owners of its stock other than a close corporation or an investment company. A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and delivery of an "acquiring person statement"), may compel the corporation's board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders' meeting. Unless the charter or bylaws provide otherwise, if voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement within 10 days following a control share acquisition then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except for those which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. Moreover, unless the charter or bylaws provides otherwise, if voting rights for control shares are approved at a stockholders' meeting and the acquiror becomes entitled to exercise or direct the exercise of a majority or more of all voting power, other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL - ------ Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS - ------ The Company's Articles of Incorporation provide that all current and former directors and officers are entitled to receive indemnification in connection with any proceeding to the fullest extent permitted by Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland. Such section provides that a corporation may indemnify any director or officer made a party to any civil, criminal, administrative or investigative proceeding by reason of serving in such capacity unless it is established that (a) the act or omission of such person was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (b) the person actually received an improper personal benefit, or (c) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful. The indemnification may be against judgments, penalties, fines, settlements, and reasonable expenses (including attorneys' fees) actually incurred in connection with the proceeding. However, if the proceeding was by or in the right of the corporation, indemnification may not be made if the person is adjudged to be liable to the corporation. The corporation must indemnify directors and officers for expenses incurred in contesting any such proceeding if such persons are successful on the merits, unless the corporation's articles of incorporation limit such indemnification (the Company's Articles do not). Determination that the indemnification is proper and the amount to be paid in indemnification is to be made by a majority vote of a quorum of disinterested directors (or a committee of disinterested directors), by special legal counsel chosen by disinterested directors (or a committee of disinterested directors) or by a majority vote of disinterested stockholders. A corporation may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position whether or not the corporation would have the power to indemnify against such liability under Maryland law. A corporation must report any indemnification or advance of expenses to a director or officer arising out of a proceeding by or in the right of the corporation to the stockholders of the corporation. The Company maintains director and officer liability insurance. The scope of such insurance is essentially the same as the indemnification provisions outlined above. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED - ------ Not Applicable. ITEM 8. EXHIBITS - ------ For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. ITEM 9. UNDERTAKINGS - ------ 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement -- (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 242(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1934, to treat each post-effective amendment as a new registration statement relating to the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Glen Burnie, State of Maryland, on February 25, 1998. GLEN BURNIE BANCORP By: /s/ F. William Kuethe, Jr. -------------------------- F. William Kuethe, Jr. President and Chief Executive Officer (Duly Authorized Representative) We, the undersigned directors and officers of Glen Burnie Bancorp (the "Company") hereby severally constitute and appoint F. William Kuethe, Jr., our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said F. William Kuethe, Jr. may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form S-8 relating to the offering of the Company's Common Stock, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said F. William Kuethe, Jr. shall due or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date - ---------- ----- ----- /s/ F. William Kuethe, Jr. - ------------------------ President and Director February 25, 1998 F. William Kuethe, Jr. (Principal Executive Officer) /s/ John E. Porter - ------------------------- Chief Financial Officer February 23, 1998 John E. Porter (Principal Financial Officer) /s/ Beatrice S. McQuarrie - ------------------------- Assistant Treasurer of the Bank February 25, 1998 Beatrice S. McQuarrie (Principal Accounting Officer) /s/ John E. Demyan - ------------------------- Chairman of the Board, Director February 25, 1998 John E. Demyan Theodore L. Bertier, Jr. - -------------------------- Director February 25, 1998 Theodore L. Bertier, Jr. /s/ Shirley E. Boyer - -------------------------- Director February 25, 1998 Shirley E. Boyer /s/ Thomas Clocker - -------------------------- Director February 25, 1998 Thomas Clocker /s/ Alan E. Han - -------------------------- Director February 25, 1998 Alan E. Hahn /s Charles L. Hein - -------------------------- Director February 25, 1998 Charles L. Hein /s/ F. W. Keuthe, III - -------------------------- Director February 25, 1998 F. W. Kuethe, III /s/ Eugene P. Nepa - -------------------------- Director February 25, 1998 Eugene P. Nepa /s/ William N. Scherer, Sr. - -------------------------- Director February 25, 1998 William N. Scherer, Sr. /s/ Karen Thorwarth - -------------------------- Director February 25, 1998 Karen Thorwarth /s/ Mary L. Wilcox - -------------------------- Director February 25, 1998 Mary L. Wilcox
INDEX TO EXHIBITS Exhibit Description - ------- ----------- 5 Opinion of Housley Kantarian & Bronstein, P.C. as to the legality of the Common Stock being registered 23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears in their opinion filed as Exhibit 5) 23.2 Consent of Trice & Geary LLC 23.3 Consent of Rowles & Company, LLP 99.1 The Bank of Glen Burnie Employee Stock Purchase Plan 99.2 Form of Acceptance of Option EX-5 2 February 26, 1998 Board of Directors Glen Burnie Bancorp 101 Crain Highway S.E. Glen Burnie, Maryland 21061-3578 Re: Registration Statement on Form S-8 ---------------------------------------------------- The Bank of Glen Burnie Employee Stock Purchase Plan Dear Board Members: We have acted as special counsel to Glen Burnie Bancorp, a Maryland Corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement") under the Securities Act of 1933, as amended, relating to 25,000shares of common stock, par value $10.00 per share (the "Common Stock") of the Company which may be issued pursuant to The Bank of Glen Burnie Employee Stock Purchase Plan (the "Plan"), all as more fully described in the Registration Statement. You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion and based thereon, we are of the opinion that the Common Stock when issued pursuant to and in accordance with the terms of the Plan will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 and to references to our firm included under the caption "Legal Opinion" in the Prospectus which is part of the Registration Statement. Very truly yours, Housley Kantarian & Bronstein, P.C. By:/s/ James C. Stewart ------------------------------- James C. Stewart, Esquire EX-23.2 3 [LETTERHEAD OF TRICE & GEARY LLC] February 25, 1998 Board of Directors Glen Burnie Bancorp 101 Crain Highway S.E. Glen Burnie, Maryland 21061-3578 Re: Registration Statement on Form S-8 ---------------------------------------------------- The Bank of Glen Burnie Employee Stock Purchase Plan We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 12, 1997, on our audits of the consolidated financial statements and financial statement schedules of Glen Burnie Bancorp and subsidiaries as of December 31, 1996 and the related consolidated statements of income, changes in stockholders' equity, and cash flows, for the year then ended, which reports were included in the Glen Burnie Bancorp Annual Report on Form 10-K for the fiscal year ended December 31, 1996. We also consent to the reference to our firm in the Prospectus under the caption "Experts." /s/ Trice & Geary LLC ------------------------------ Trice & Geary LLC EX-23.3 4 [LETTERHEAD OF ROWLES & COMPANY, LLP] Board of Directors Glen Burnie Bancorp 101 Crain Highway S.E. Glen Burnie, Maryland 21061-3578 We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 8, 1996, on our audits of the consolidated financial statements and financial statement schedules of Glen Burnie Bancorp and subsidiaries as of December 31, 1995 and 1994, and for the years then ended, which reports were included in the Glen Burnie Bancorp Annual Report on Form 10-K for the fiscal year ended December 31, 1996. We also consent to the reference to our firm in the Prospectus under the caption "Experts." /s/ Rowles & Company, LLP Baltimore, Maryland February 25, 1998 EX-99.1 5 THE BANK OF GLEN BURNIE EMPLOYEE STOCK PURCHASE PLAN THE BANK OF GLEN BURNIE EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSES -------- The purpose of this Plan is to encourage eligible employees of The Bank of Glen Burnie and its subsidiaries to acquire ownership of Common Stock. This Plan is intended to constitute an "Employee Stock Purchase Plan" within the meaning of Section 423 of the Internal Revenue Code. 2. DEFINITIONS ----------- The following words or terms used herein have the following meaning: (a) The "Plan" shall mean this Employee Stock Purchase Plan. (b) "Board" shall mean the Board of Directors of The Bank of Glen Burnie. (c) "Shares" "Stock" or "Common Stock" shall mean shares of $10.00 par value common stock of The Bank of Glen Burnie. (d) The "Committee" shall mean the committee appointed by the Board to administer the Plan. (e) "Employee" shall mean any employee of The Bank of Glen Burnie whose customary employment is for more than 20 hours per week. (f) "Option" shall mean the right of an Employee to purchase Common Stock under the Plan. (g) "Date of Grant" shall mean, in respect of any Option, the date on which the Board grants the Option under the Plan. (h) "Date of Exercise" shall mean the date upon which the Employee completes the payment requirement of the Option and is entitled to delivery of the Shares so purchased, which date shall in no event be later than 27 months after the Date of Grant. (i) "Option Period" shall mean the period commencing upon the Date of Grant and ending on the Date of Exercise. (j) "Fair Market Value" shall mean a figure equivalent to the amount equal to the latest trade by Legg Mason Wood Walker, but in no event less than 100% of year-end book value unless as provided in Section 8. (k) "Annual Pay" shall mean the Employee's annual compensation for the year immediately preceding the Date of Grant as determined from payroll records. 3. ELIGIBILITY ----------- Eligible Employee shall mean any Employee as that term is defined in Section 2(e) above who has completed one year or more of employment with The Bank of Glen Burnie on the initial Date of Grant of any Options under the Plan. Each employee who completes one year of employment after the initial Date of Grant shall become an Eligible Employee with respect to any subsequent Grant of options on the date on which he completes such one year of employment. 2 4. STOCK ----- The Stock subject to the Options shall be shares of The Bank of Glen Burnie authorized but unissued ($10.00 par value per share). The aggregate number of Shares which may be issued under Options shall not exceed 10,000 shares of such Common Stock; (except for adjustments under Section 5). Shares optioned and not accepted, or if accepted, not purchased, shall continue to be available for inclusion in any subsequent Options that may be granted under the Plan. 5. GRANT OF OPTIONS ---------------- The Board shall grant to Eligible Employees Options to purchase such numbers of Shares and at such time or times as it shall determine, subject to the limitations of Section 3 and 4 and subject to the following additional limitations. (a) All Eligible Employees shall enjoy equal rights and privileges under the plan, and the number of shares granted under Option shall bear a uniform relationship to compensation. (b) No Eligible-Employee shall be granted an Option if, immediately after such Option were granted, such Eligible Employee would own Stock possessing 5% or more of the total combined voting power or value of all classes of stock of The Bank of Glen Burnie. In determining whether the Stock ownership of an Eligible Employee exceeds this 5% limit, the rules of Section 425(d) of the Internal Revenue Code (relating to attribution of stock ownership) shall apply, and Stock which the Eligible Employee may purchase under outstanding Options (whether or not such Options qualify for the special tax treatment of Section 421(a) for the Internal Revenue Code) shall be treated as Stock owned by the Eligible Employee. (c) No Eligible Employee may purchase more than $25,000 of stock (based upon the fair market value at the time the Option was granted) in one year, unless he purchased less than $25,000 of stock in an earlier year when the Option was in effect. With respect to any Option, the Board will specify the number of Shares to be made available, the Date of Grant, the terms of the Option, and such terms and conditions not inconsistent with this Plan as may be necessary or appropriate, provided that in no event shall the terms of the Option extend more than 27 months from the Date of Grant. 3 In the event of a recapitalization or reclassification affecting Common Stock, the number of Shares which may thereafter be issued under the Plan, the number of Shares under Option at such time, and the Option price will be appropriately adjusted as determined by the Board. 6. ADMINISTRATION OF THE PLAN -------------------------- The Plan shall be administered by the Committee, which shall consist of not less than three members of the Board who are not eligible to participate in the Plan, one of whom shall be designated as Chairman. The Committee is vested with full authority to make, administer, and interpret such equitable rules and regulations regarding the Plan as it may deem advisable, subject to the terms of the Plan. Its determinations as to the interpretation and operation of the Plan shall be final and conclusive. The Committee may act by a majority vote at a regular or special meeting or by decision reduced to writing and signed by a majority of the Committee without a meeting. Members of the Committee shall be named by the Board. Vacancies shall be filled by the Board. 7. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION -------------------------------------------- An Eligible Employee shall be notified by The Bank of Glen Burnie of the Grant of any Option or Options to him. In order to participate in the Plan, the Eligible Employee must sign an Acceptance of Option on a form provided by The Bank of Glen Burnie showing the number of Shares that he elects to purchase, and must deliver it within 30 days after the date appearing on the form to the Secretary or other officer designated in the Option. If an eligible employee elects to accept the option, he must accept an option to purchase the number of Shares specified in his Option, or a lesser number of shares but in no event less than ten (10) shares. Shares optioned and not accepted, or if accepted, not purchased, shall continue to be available for inclusion in any subsequent Options that may be granted under the Plan. 8. PURCHASE PRICE -------------- The purchase price per Share will be an amount equal to the lesser of 85% of the Fair Market Value of such Share on the Date of Grant or 85% of the Fair Market Value of such Share on the Date of Exercise; provided, however, and subject to the foregoing, in no event shall 4 purchase price be less than book value per Share unless the Board in its discretion so determines. 9. METHOD OF PAYMENT ----------------- Payment for Shares under Options accepted pursuant to the Plan shall be made in a lump sum payment within the term specified by the committee which in no case will be longer than 27 months. The Date of Exercise for Options accepted under this Plan shall be the date of the lump sum payment. Notwithstanding anything to the contrary herein set forth, an Eligible Employee who has accepted an option may at any time prior to the expiration of 30 days after his termination of employment with The Bank of Glen Burnie but in no event after the expiration of a period of 27 months from the Date of Grant, prepay the outstanding amount due. For purposes of this Section, an Eligible Employee shall not be deemed to have terminated his employment while he is on military leave, sick leave, furlough, lay-off, or other bona fide leave of absence (including but not limited to temporary employment by the Government) if the period of such leave of absence does not exceed 90 days, or if longer, so long as his right to reemployment with The Bank of Glen Burnie is guaranteed by law or by contract. Where the period of leave exceeds 90 days and where the Eligible Employee's right to reemployment is not guaranteed either by law or by contract, such Eligible Employee will be deemed to have terminated his employment on the 91st day of such leave. Notwithstanding anything to the contrary herein set forth, no Options granted under the Plan may be exercised prior to such date as may be fixed by the Board of Directors. 10. RIGHTS AS STOCKHOLDER --------------------- An Eligible Employee will become a stockholder with respect to Shares for which payment has been completed at the Date of Exercise. An Eligible Employee will not have any rights as a stockholder with respect to Shares under Option as provided in the Plan until he has become a stockholder as provided in the Plan. A certificate for the Shares purchased will be issued as soon as practicable after an Eligible Employee becomes a stockholder. 11. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE ------------------------------------------- Options granted to an Eligible Employee under the plan are exercisable, during such Eligible Employee's lifetime, only by him; such Options may 5 not be sold, transferred (other than by will or the laws of descent and distribution), pledged, or otherwise disposed of or encumbered. 12. CANCELLATION OF ACCEPTANCE OF OPTION ------------------------------------ At any time prior to, but in no event following, his Date of Exercise, an Eligible Employee who has elected to purchase Shares may cancel his Acceptance of Option as to any or all of such Shares by written notice of cancellation delivered to the officer designated to receive his Acceptance of Option. If an Eligible Employee cancels his Acceptance of Option as to only a part of the Shares, he shall make the required payment as provided in Section 9 above with respect to the number of Shares for which his Acceptance of Option is not cancelled. 13. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE ------------------------------------------- Subject to other provisions of the Plan permitting postponement, The Bank of Glen Burnie may treat the failure by an Eligible Employee to make any payment as a cancellation of his Acceptance of Option. In that event, the Eligible Employee will be notified of such cancellation by mailing notice to him at his last known business or home address. 14. RETIREMENT ---------- If the employment of an Eligible Employee is terminated by retirement prior to the end of the Option Period, and such Eligible Employee may elect to pay for his Shares within twelve (12) months of his termination of employment by retirement, but in no event later than 27 months after the Date of Grant. The Date of Exercise with respect to his Option shall be the date of such lump sum payment. 15. DEATH ----- If the employment of an Eligible Employee is terminated by death prior to the end of the Option Period, the executors or administrators of such deceased Eligible Employee or any person or persons who shall have acquired the Option directly from such deceased Eligible Employee by bequest or inheritance may elect, at any time within six (6) months after such Eligible Employee's death, but in no event after the expiration of a period of 27 months after the Date of Grant (1) to pay the amount due, or (2) to cancel the Eligible Employee's Acceptance of Option in accordance with the provisions of Section 12. In the event an election is made to pay the amount due, the Date of Exercise, with respect to the deceased Eligible Employee's Option, shall be the date on which such payment is made. 6 16. APPLICATION OF FUNDS -------------------- All funds received by The Bank of Glen Burnie in payment for Shares purchased under the Plan may be used for any valid corporate purpose. 17. NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE ------------------------------------------ Any Eligible Employee who shall dispose of any Shares received under the Plan within the later of two years from Date of Grant or one year from Date of Exercise shall notify the Cashier of The Bank of Glen Burnie as to the date of disposition, the sale price (if any), and number of Shares involved. 18. COMMENCEMENT OF PLAN -------------------- The Plan shall not take effect until approved by the holders of the majority of the Shares of the Common Stock of The Bank of Glen Burnie present, in person or by proxy, and entitled to vote at a duly held stockholders' meeting, which approval must occur within the period beginning twelve months before and ending twelve months after the date the Plan is adopted by the Board. 19. GOVERNMENTAL APPROVALS OR CONSENTS ---------------------------------- The Plan and any Options granted thereunder are subject to any governmental approvals or consent that may be or become applicable in connection therewith. The Board may make such changes in the Plan and include such terms in any Option granted under the Plan as may be necessary or desirable, in the opinion of counsel of The Bank of Glen Burnie to comply with the rules or regulations of any governmental authority, or to be eligible for tax benefits under the Internal Revenue Code or the laws of any state. 20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN ---------------------------------------------- The Board may, insofar as permitted by law, from time to time, with respect to any Shares at any time not subject to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without the approval of the holders of the majority of the out- standing Shares of Common stock of The Bank of Glen Burnie no such revision or amendment shall change the number of Shares subject to the Plan or permit granting of Options under the Plan to persons other than the employees of The Bank of Glen Burnie. Furthermore, the Plan may not, without the approval of the holders of the majority of the outstanding Shares of the Common Stock of The Bank of Glen Burnie be amended in any manner that will cause Options issued under it to fail to meet the requirements of an Employee Stock Purchase Plan as defined in Section 423 of the Internal Revenue Code. 7 21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN --------------------------------------- Neither the establishment nor any continuance of the Plan, nor the granting of Options thereunder, shall be construed as conferring any legal rights upon any Eligible Employee or other employee for a continuation of employment, nor shall such establishment, continuance or granting of Op- tions interfere with the rights of The Bank of Glen Burnie to discharge any Eligible Employee or other employee. 8 EX-99.2 6 ACCEPTANCE OF OPTION Employee Name: Number of shares available: I hereby elect to exercise my option to purchase ______ shares of Glen Burnie Bancorp stock at a purchase price of $_____ per share for a total purchase price of $_____, such amount being due and payable to Glen Burnie Bancorp on or before ________________. In accordance with the terms of the Employee Stock Purchase Plan, no disposition of such shares may be made within two years after the date of the granting of this option nor within one year after exercising the option and taking ownership of such shares. ______________________ ____________ Signature of Employee Date -----END PRIVACY-ENHANCED MESSAGE-----