As filed with the Securities and Exchange Commission on March 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
WYMAN PARK BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
11 West Ridgely Road, Lutherville, Maryland
(Address of principal executive offices)
52-2068893
(I.R.S. Employer Identification No.)
21093
(Zip Code)
WYMAN PARK BANCORPORATION, INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Matt A. Mullins, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
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Common Stock, par 40,468 shares (2) $446,667(2) $125(2)
value $.01 per share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 40,468 shares being registered
hereby, (i) 34,394 shares were awarded on January 20, 1999 ($378,334 in
the aggregate based on the average of the high and low prices per share
of the common stock of Wyman Park Bancorporation, Inc. as reported on
the OTC Electronic Bulletin Board of $11 on such date) and (ii) the
remaining 6,074 shares which have not been awarded to date are being
registered based upon the average of the high and low prices per share
of the common stock of Wyman Park Bancorporation, Inc. on the OTC
Electronic Bulletin Board of $11.25 per share on March 9, 1999 ($68,333
in the aggregate).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Wyman Park Bancorporation, Inc.
Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Wyman Park
Bancorporation, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1998 (File No. 0-23345) filed pursuant to the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by audited financial statements
contained in the prospectus referred to in Item 3(a) above; and
(c) the description of the common stock, par value $.01 per share, of the
Registrant contained in the Registrant's Registration Statement on Form
8A (File No. 0-23345) filed with the Commission on November 10, 1997 and
all amendments thereto or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, Wyman Park Bancorporation, Inc., 11 West Ridgely Road, Lutherville,
Maryland 21093, telephone number (410) 252-6450.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director or officer of another company, if the director or officer held such
position at the request of the Holding Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding Company and, with respect to any criminal action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Holding Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Holding Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Holding
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Holding
Company has the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law. The Holding Company intends
to obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits to this Registration Statement.
II-2
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act and each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Lutherville, State of
Maryland, on March 9, 1999.
WYMAN PARK BANCORPORATION, INC.
By: /s/ Ernest A. Moretti
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Ernest A. Moretti, Director, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ernest A. Moretti, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date as indicated.
By: /s/ Ernest A. Moretti By:/s/ Ronald W. Robinson
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Ernest A. Moretti, Director, President Ronald W. Robinson,
and Chief Executive Officer Chief Financial Officer
(Principal Executive and Operating (Chief Financial and Accounting
Officer) Officer)
Date: March 9, 1999 Date: March 9, 1999
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By: /s/ Allan B. Heaver By:
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Allan B. Heaver, Chairman of the H. Douglas Huether, Director
Board
Date: March 9, 1999 Date:
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By: /s/ John K. White By: /s/ John R. Beever
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John K. White, Director John R. Beever, Director
Date: March 9, 1999 Date: March 9, 1999
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By: By:
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Albert M. Copp, Director Gilbert D. Marsiglia, Sr., Director
Date: Date:
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By: /s/ Jay H. Salkin By:
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Jay H. Salkin, Director G. Scott Barhight, Director
Date: March 9, 1999 Date:
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EXHIBIT INDEX
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Reference to Prior Filing or
Page Number in
Exhibit Sequentially
Number Numbered Registration
Statement
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4 Instruments Defining the Rights of Security
Holders,
Including Indentures:
Certificate of Incorporation of Wyman Park *
Bancorporation, Inc.
Bylaws of Wyman Park Bancorporation, Inc. *
Form of Stock Certificate of Wyman Park *
Bancorporation, Inc.
5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5
23 Consent of Anderson Associates, LLP Exhibit 23.1
Consent of Wooden & Benson, Chartered Exhibit 23.2
Consent of Silver, Freedman & Taff, L.L.P. Included in Exhibit 5
24 Power of Attorney Contained on signature
page.
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* Filed as exhibits to the Registrant's Registration Statement on Form
SB-2 (File No. 333- 36119) filed with the Commission on September 22,
1997 and all amendments thereto or reports filed for the purpose of
updating such description. All of such previously filed documents are
hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-B.
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Exhibit 5
March 11, 1999
Board of Directors
Wyman Park Bancorporation, Inc.
11 West Ridgely Road
Lutherville, Maryland 21093
Members of the Board:
We have acted as counsel to Wyman Park Bancorporation, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 40,468 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), to be offered
pursuant to the Recognition and Retention Plan (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Certificate of Incorporation, Bylaws, resolutions of
its Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Company will be, when and if
issued, sold and paid for as contemplated by the Plan, legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
Exhibit 23.1
Consent of Independent Certified Public Accountants
Board of Directors
Wyman Park Bancorporation, Inc.
11 West Ridgely Road
Lutherville, Maryland 21093
Gentlemen:
We consent to the incorporation by reference in the registration
statement on Form S-8, pertaining to Wyman Park Bancorporation, Inc.'s
Recognition and Retention Plan, of our report dated July 24, 1998, on our audits
of the consolidated financial statements of Wyman Park Bancorporation, Inc. for
the year ended June 30, 1998 which report is incorporated by reference in the
Annual Report on Form 10-KSB.
/s/ Anderson Associates LLP
Baltimore, Maryland
March 11, 1999
Exhibit 23.2
Independent Auditors' Consent
We consent to incorporation by reference in the registration Statement on Form
S-8 of Wyman Park Bancorporation, Inc. of our report dated July 18, 1997,
relating to the consolidated statements of condition of Wyman Park Federal
Savings and Loan Association and Subsidiary as of June 30, 1997 and 1996 and the
related consolidated statements of operations, changes in shareholders' equity
and cash flows for each of the years in the two-year period ended June 30, 1997,
which report is contained in Wyman Park Bancorporation, Inc.'s Registration
Statement on Form SB-2 (File No. 333-36119).
/s/ Wooden & Benson
Baltimore, Maryland
March 10, 1999
