As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATAPSCO VALLEY BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1996620
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
8593 Baltimore National Pike
Ellicott City, Maryland 21043
(410) 465-0900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------------------------------
Patapsco Valley Bancshares, Inc. Employee Stock Purchase Plan
(Full title of the plan)
John S. Whiteside
President
Patapsco Valley Bancshares, Inc.
8593 Baltimore National Pike, Ellicott City, Maryland 21043
(Name and address of agent for service)
(410) 465-0900
(Telephone number, including area code, of agent for service)
----------------------------------------------
Copies to:
Abba David Poliakoff, Esquire
Michael A. Refolo, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4000
----------------------------------------------
<TABLE>
<CAPTION>
===================================================================================================================
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
===============================================================================================================================
Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 41,100 shares $29.00 $1,191,900 $314.66
===============================================================================================================================
</TABLE>
(1) The number of shares is adjusted to reflect a 100% stock dividend paid in
October, 1998, and shall include such additional number of Shares as may
become issuable by operation of the anti-dilutional provisions of the plan.
(2) Estimated solely for purposes of determining the registration fee. The
proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares as of
November 29, 1999.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan information
and registrant information) will be sent or given to employees as specified by
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act").
Such documents need not be filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Patapsco Valley Bancshares, Inc. (the
"Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are, as of their respective dates, hereby incorporated by
reference in this Registration Statement:
(i) Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998 (which includes certain information contained in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders on April 20,
1999 and incorporated therein by reference);
(ii) Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1999, June 30, 1999, and September 30, 1999;
(iii) Current Reports on Form 8-K filed on February 18, 1999, and
September 7, 1999;
(iv) Description of the Company's Common Stock which appears at page
38 of the Company's Form 10-SB, or any description of the Common Stock which
appears in any prospectus forming a part of any subsequent registration
statement of the Company or in any registration statement filed pursuant to
Section 12 of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all of the Company's shares of common stock, par
value $.01 per share (the "Shares"), offered hereby have been sold or that all
Shares then remaining unsold have been deregistered shall be deemed to be
incorporated by reference in and made a part of this Registration Statement from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in a document subsequently filed
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
The Company will provide without charge to each person to whom a Prospectus
is delivered, on the written or oral request of any such person, a copy of any
and all documents incorporated herein by reference (other than exhibits to such
documents). Written requests should be directed to Patapsco Valley Bancshares,
Inc., Secretary, 8593 Baltimore National Pike, Ellicott City, Maryland 21043.
Telephone requests may be directed to the Company at (410) 465-0900.
Item 4. Description of Shares.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Maryland law, a corporation is permitted to limit, by provision in
its Articles of Incorporation, the liability of directors and officers so that
no director or officer shall be liable to the corporation or to any shareholder
for money damages except (i) for and to the extent of actual receipt of an
improper personal benefit in money, property or services, or (ii) for active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The Company's Articles of Incorporation includes this
provision.
<PAGE>
The Company's Articles of Incorporation requires the Company to indemnify
its directors and officers to the maximum extent permitted under Maryland law.
As a result, the Company is required to indemnify any present or former director
or officer against any claim or liability, including all judgments, penalties,
fines, settlements and expenses, unless it is established that (i) his act or
omission was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) he actually received an improper personal benefit in money,
property or services or (iii) in the case of a criminal proceeding, he had
reasonable cause to believe that his act or omission was unlawful. In addition,
the Company is required to pay or reimburse, in advance of final disposition of
a proceeding, reasonable expenses incurred by such a person provided that the
Company shall have received (i) a written affirmation by the director or officer
of his good faith belief that he has met the standard of conduct necessary for
indemnification by the Company, and (ii) a written undertaking by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met. The Company's
Articles of Incorporation also requires the Company to provide indemnification,
payment or reimbursement of expenses to a present or former director or officer
who served a predecessor of the Company in such capacity, and to any employee or
agent of the Company or a predecessor of the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted of directors and officers of the Company pursuant to the
foregoing provisions or otherwise, the Company has been advised that, although
the validity and scope of the governing statute has not been tested in court, in
the opinion of the SEC, such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws, and by federal banking
laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
------- -----------------------
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC as to legality of Shares to be issued
10 Employee Stock Purchase Plan, dated April 21, 1998, as
amended.
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (included in their opinion in Exhibit 5)
23.2 Consent of Rowles & Company, LLP, independent certified
public accountants
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.
<PAGE>
(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 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.
(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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Ellicott City, State of Maryland, on the 30th day of
November, 1999.
PATAPSCO VALLEY BANCSHARES, INC.
By: /s/John S. Whiteside
-----------------------------------------------
John S. Whiteside, President
By: /s/Barbara M. Broczkowski
-----------------------------------------------
Barbara M. Broczkowski, Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons as of the date indicated
below.
Signature Title Date
--------- ----- ----
/s/Ronald L. Eyre Director November 30, 1999
- -----------------------------
Ronald L. Eyre
/s/John F. Feezer, III Director November 30, 1999
- -----------------------------
John F. Feezer, III
/s/Howard E. Harrison, III Director November 30, 1999
- -----------------------------
Howard E. Harrison, III
/s/Kevin P. Huffman Director November 30, 1999
- -----------------------------
Kevin P. Huffman
/s/Eugene William Iager, Sr. Director November 30, 1999
- -----------------------------
Eugene William Iager, Sr.
/s/Fred T. Lewis Director November 30, 1999
- -----------------------------
Fred T. Lewis
/s/Richard H. Pettingill Director November 30, 1999
- -----------------------------
Richard H. Pettingill
/s/John S. Whiteside Director November 30, 1999
- -----------------------------
John S. Whiteside
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibits
- ------- -----------------------
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
10 Employee Stock Purchase Plan, dated April 21, 1998, as amended.
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5)
23.2 Consent of Rowles & Company, LLP, independent certified public
accountants
Exhibit 5
<PAGE>
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
------------
Telex 908041 BAL
Fax 410-576-4246
December 3, 1999
Patapsco Valley Bancshares, Inc.
8593 Baltimore National Pike
Ellicott City, MD 21043
Re: Patapsco Valley Bancshares, Inc. Registration
Statement on Form S-8 for the Patapsco Valley
Bancshares, Inc. Employee Stock Purchase Plan
--------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Patapsco Valley Bancshares, Inc., a Maryland
corporation (the "Company"), in connection with the issuance by the Company of
up to 41,100 shares of common stock, par value $.01 per share (the "Shares"),
under the Company's Employee Stock Purchase Plan (the "Plan"), pursuant to the
above-referenced Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), filed on this date by
the Company with the Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Articles of Incorporation of the
Company, as amended (the "Charter"), certified by the State Department of
Assessments and Taxation of Maryland, (ii) the Bylaws of the Company, (iii) the
Plan, and (iv) minutes and resolutions of the meetings of the Board of Directors
of the Company relating to the matters referred to herein. We have also examined
the Registration Statement and Exhibits thereto (collectively, with the
documents described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
Based on the foregoing, it is our opinion that Shares sold by the Company
to participants under the Plan, upon receipt of the consideration required to be
paid therefor, will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and
of the United States of America and we do not express any opinion herein
concerning any other law. We assume no obligation to supplement this opinion if
any applicable law changes after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and may not be
relied upon by any other person without our prior written consent.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
Exhibit 10
<PAGE>
PATAPSCO VALLEY BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SECTION ONE
DEFINITIONS
As used herein:
1. The word "Corporation" means Patapsco Valley Bancshares, Inc., a
Maryland corporation and, collectively, Patapsco Valley Bancshares, Inc. and its
subsidiaries.
2. The word "Plan" means the Patapsco Valley Bancshares, Inc. Employee
Stock Purchase Plan, as herein set forth.
3. The word "Employee" means an Employee of the Corporation.
4. The word "Optionee" means an Employee holding a stock option under
the Plan.
SECTION TWO
PURPOSES
The purposes of the Plan are:
1. To encourage the sense of proprietorship on the part of Employees;
2. To recognize past valuable services of such Employees;
3. To furnish such Employees with further incentive to develop and
promote the business and financial success of the Corporation;
4. To induce such Employees to continue in the service of the
Corporation, by providing a means whereby such Employees of the Corporation may
be given an opportunity to purchase stock in the Corporation.
SECTION THREE
ADMINISTRATION
1. The Employee Stock Purchase Plan shall be administered by the
Corporation's President, Chief Operating Officer, and Chief Financial Officer
(the "Administrators").
2. Options to purchase twenty thousand five hundred fifty (20,550)
shares may be granted to Employees during the first three (3) years of the Plan.
All employees shall be granted options subject to Section Four of the Plan. All
Employees granted options shall have the same rights and privileges except that
the amount of stock which will be purchased by any Employee under such option
will bear a uniform relationship to the total compensation of Employees and no
Employee may purchase more than a maximum amount of stock as provided below:
Options to purchase shares shall be granted to each Employee at the
rate of one (1) share per one thousand dollars ($1,000) of the total
compensation of the Employee as reported on such Employee's Internal Revenue
Service Form W-2 for the year of the grant, subject, however, to the limitation
that no one grant to any one Employee may allow more than fifty (50) shares to
be purchased by that Employee. Each grant of options shall be effective on the
date of such grant notwithstanding that the number of shares included in the
grant is subsequently determined.
3. Subject to the express provisions of the Plan, the Administrators
shall also have the power and authority to construe and interpret the Plan and
the respective option agreements entered into thereunder, and to make all other
determinations necessary or advisable for administering the Plan.
SECTION FOUR
ELIGIBILITY
Options may be granted only to Employees who immediately after the
option is granted do not own stock possessing more than five percent (5%) of the
total combined voting power of all classes of the outstanding stock of the
Corporation. For this purpose the stock attribution rules in Section 424(d) of
the Internal Revenue Code of 1986 shall apply and stock which the Employee may
purchase under outstanding options shall be treated as stock owned by the
Employee. No Employee is permitted to purchase stock under all the employee
stock purchase plans of the Corporation at a rate which exceeds $25,000 in fair
market value of such stock (determined at the time the option is granted) for
each calendar year in which any such option granted to such individual is
outstanding at any time.
<PAGE>
SECTION FIVE
SHARES SUBJECT TO PLAN
The stock to be sold pursuant to options granted under this Plan shall
be authorized but unissued shares of the common stock of the Corporation.
Subject to adjustment made in accordance with Section Thirteen hereof, the total
number of shares which may be issued under this Plan shall not exceed twenty
thousand five hundred and fifty (20,550) shares. In the event any unexercised
options lapse or terminate for any reason, the shares covered thereby may be
optioned to other persons, and such lapsed or terminated options shall not be
considered in computing the total number of shares optioned. No Employee is
permitted to purchase stock under all the employee stock purchase plans of the
Corporation at a rate which exceeds $25,000 in fair market value of such stock
(determined at the time the option is granted) for each calendar year in which
any such option granted to such individual is outstanding at any time.
SECTION SIX
OPTION PRICE
The purchase price of the shares under each option granted pursuant to
the Plan shall be eighty-five percent (85%) of the fair market value of the
stock on the date such option is granted. If the stock is listed or has trading
privileges on a national securities exchange, the fair market value shall be the
mean between the high and low selling prices on the date of the granting of such
option, or if there are no sales on that date, the mean between the high and low
selling prices on the last day prior thereto on which sales were made. If the
stock is not listed on any exchange, the fair market value of the stock on the
date such option is granted shall be determined by the Administrators.
SECTION SEVEN
DURATION OF OPTIONS
Each option granted hereunder shall expire twenty-seven (27) months
from the date the option was granted, unless sooner terminated under the
provisions of Section Eight hereof.
SECTION EIGHT
TERMINATION OF OPTIONS
1. In the event of termination of the employment of an Optionee for
any cause, other than death, disability resulting in coverage under the
long-term disability Plan of the Corporation, or retirement of the Optionee,
whether by reason of resignation or discharge, each option granted such Optionee
shall terminate immediately prior to such termination.
2. Each option granted an Optionee shall terminate twelve (12) months
from the date of such Optionee's death, provided such Optionee at the time of
his death was in the employ of the Corporation.
SECTION NINE EXERCISE OF OPTIONS
1. Subject to the terms and conditions of the Plan, options shall be
exercised by written notice to the President of the Corporation, at the
corporation's principal office, 8593 Baltimore National Pike, Ellicott City,
Maryland, 21043, as provided in the option agreements entered into hereunder.
2. No option may be exercised unless and until the Optionee shall have
remained in the continuous employ of the Corporation for twelve (12) months from
the date such option was granted and the Optionee is an employee of the
Corporation at the time of exercise; except, however, that in the event of the
death of such Optionee while in the employ of the Corporation, or retirement of
such Optionee under the Corporation's retirement Plan within twenty-four (24)
months from the date such option was granted, such option shall become
exercisable immediately on the date of such death or retirement.
3. An option may be exercised either at one time as to the total
number of shares covered thereby, or from time to time as to any portion thereof
in units of ten (10) shares or multiples thereof.
4. On the exercise of an option, a certificate or certificates
evidencing the shares as to which the option is exercised shall be delivered to
the person exercising the option.
5. Subject to the limitations imposed by Sections Seven and Eight
hereof, in the event of the death of an Optionee, the option or options
theretofore granted to him may be exercised by the legal representatives of the
estate of the Optionee or by the person or persons to whom his rights under the
option or options shall pass by will or the laws of descent and distribution.
SECTION TEN
PAYMENT
Payment of the purchase price for shares purchased under options
granted under the Plan may be made in cash, by check made payable to the order
of the Corporation, with shares of the Corporation to the extent of the fair
market value of such shares, or a combination thereof, at the time of the
exercise of the option in the manner provided in Section Nine hereof.
<PAGE>
SECTION ELEVEN
NONTRANSFERABILITY OF OPTIONS
An option granted under the Plan may not be transferred except by will
or the laws of descent and distribution and, during the lifetime of the
Optionee, may be exercised only by him.
SECTION TWELVE
PURCHASE OF SHARES FOR INVESTMENT
Each Optionee and each other person who shall exercise an option shall
represent and agree that all shares purchased pursuant to such option will be
purchased for investment and not for distribution or resale thereof.
SECTION THIRTEEN
ADJUSTMENT OF SHARES
In the event of a merger, consolidation, reorganization,
recapitalization, reclassification of stock, stock dividend, split-up, or other
change in the corporate structure or capitalization of the Corporation affecting
the Corporation's common stock as presently constituted, appropriate adjustments
shall be made by the President of the Corporation in the aggregate number and
kind of shares subject to the Plan, the maximum number and kind of shares for
which options may be granted in any calendar year, the maximum number and kind
of shares for which options may be granted to any one Employee, and the number
and kind of shares and the price per share subject to outstanding options.
SECTION FOURTEEN
REGISTRATION OR QUALIFICATION OF SHARES
Each option shall be subject to the condition that, if at any time the
Administrators shall determine in their discretion that the registration or
qualification of the shares covered thereby under any state or federal law is
necessary or desirable as a condition of or in connection with the granting of
such option or the delivery of shares on the exercise thereof, no such option
may be granted or, if granted, delivery of shares on the exercise thereof shall
be deferred, until such registration or qualification shall have been effected.
In the event the Administrators determine that registration or qualification of
shares is necessary or desirable, the Corporation shall, at its expense, take
such action as may be required to effect such registration or qualification.
<PAGE>
SECTION FIFTEEN
FORM OF OPTION
The form of option to be granted pursuant to the Plan shall be
approved by the Administrators.
SECTION SIXTEEN
SUSPENSION, AMENDMENT, OR TERMINATION OF PLAN
Unless the Plan shall theretofore have been terminated by the
Administrators, the Plan shall terminate on February 17, 2008. The
Administrators shall have the right, at any time, to suspend, amend, or
terminate the Plan; provided, however, that unless duly approved by the holders
of a majority of the common stock of the Corporation no amendment shall increase
the total number of shares that shall be the subject of the Plan or change the
formula for determining the purchase price for the optioned shares, and provided
further that no termination of the Plan or action by the Administrators in
amending or suspending the Plan shall affect or impair the rights of an Optionee
under any option previously granted under the Plan.
No option may be granted under the Plan during any suspension
thereof or after the termination thereof.
SECTION SEVENTEEN
EFFECTIVE DATE OF PLAN
This Plan shall be submitted to the shareholders of the Corporation at
the annual meeting to be held on the 21st day of April, 1998, and shall become
operative and effective on its adoption by the shareholders of the Corporation
at such meeting.
ATTEST: PATAPSCO VALLEY BANCSHARES, INC.
/s/ Edwin B. McKee By /s/ Howard E. Harrison, III
- ------------------------------ -----------------------------------
Chairman of the Board
of Directors
<PAGE>
APPROVAL BY BOARD OF DIRECTORS
The Board of Directors of Patapsco Valley Bancshares, Inc. duly
approved the within Employee Stock Purchase Plan on February 25, 1998, subject
to the further approval of the shareholders of Patapsco Valley Bancshares, Inc.
/s/ Edwin B. McKee
------------------------
Secretary of the
Board of Directors
APPROVAL OF SHAREHOLDERS
The Shareholders of Patapsco Valley Bancshares, Inc., after due
notice, duly approved the within Employee Stock Purchase Plan on April 21, 1998,
at the annual meeting.
/s/ Edwin B. McKee
---------------------------
Secretary of Shareholders
Meeting
<PAGE>
PATAPSCO VALLEY BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
Amendment No. 1
----------------------------
WHEREAS, the Board of Directors and Stockholders of Patapsco Valley
Bancshares, Inc. ("Patapsco") adopted and approved the Employee Stock Purchase
Plan (the "Plan");
WHEREAS, Section Sixteen of the Plan authorizes the President, Chief
Operating Officer, and Chief Financial Officer of Patapsco, as the
Administrators of the Plan (the "Administrators"), to amend the Plan at any
time, provided that no amendment shall affect or impair any of the rights of an
optionee under any option heretofore granted under the Plan;
WHEREAS, the Administrators have found that it is in the best
interests of Patapsco to amend the Plan in the manner set forth herein;
NOW, THEREFORE, the Administrators hereby amend the Plan, effective as
of June 15, 1999, in accordance with Section Sixteen of the Plan:
1. Section Nine of the Plan is amended to add new Paragraph 6 as
follows:
6. Notwithstanding anything to the contrary in the Plan or
in any agreement upon which an option is granted pursuant to the
Plan, in the event of the commencement of a tender offer (other
than by the Corporation) for any shares of the Corporation, or a
sale or transfer, in one or a series of transactions, of assets
having a fair market value of 50% or more of the fair market
value of all assets of the Corporation, or a merger,
consolidation or share exchange pursuant to which the shares of
the Corporation are or may be exchanged for or converted into
cash, property or securities of another issuer, or the
liquidation of the Corporation (an "Extraordinary Event"), then
regardless of whether any option granted pursuant to the Plan has
vested or become fully exercisable, all options granted pursuant
to the Plan, whether granted before, on, or after June 15, 1999,
shall immediately vest and become fully exercisable for the full
number of shares subject to any such option.
The accelerated exercise right pursuant to this Paragraph 6
shall be effective on and at all times after the "Event Date" of
the Extraordinary Event. The "Event Date" is the date of the
commencement of a tender offer, if the Extraordinary Event is a
tender offer, and in the case of any other Extraordinary Event,
the day preceding the record date in respect of such
Extraordinary Event, or if no record date is fixed, the day
preceding the date as of which shareholders of record become
entitled to the consideration payable in respect of such
Extraordinary Event.
If in the case of an Extraordinary Event other than a tender
offer, notice that is given by an Optionee of the exercise of an
option pursuant to this Paragraph 6 prior to the Event Date shall
be effective on and as of the Event Date. Upon the exercise of an
option after the occurrence of an Extraordinary Event, the
Corporation shall issue, on and as of the effective date of such
exercise, all shares with respect to which the option shall have
been exercised.
If an Optionee fails to exercise his or her option, in whole
or in part, pursuant to this Paragraph 6 upon an Extraordinary
Event, or if there shall be any capital reorganization or
reclassification of the shares, the Corporation shall take such
action as may be necessary to enable each Optionee to receive
such options upon any subsequent exercise of his or her options,
in whole or in part, in lieu of shares, securities or other
assets as were issuable or payable upon such Extraordinary Event
in respect of, or in exchange for, such shares.
2. Nothing contained herein shall be held to alter, vary, or affect
any of the terms, provisions, or conditions of the Plan other than as stated
above.
IN WITNESS WHEREOF, the Administrators of the Plan have executed this
Amendment No. 1 to the Employee Stock Purchase Plan on this 15th day of June,
1999.
/s/ John S. Whiteside
---------------------------------
John S. Whiteside, President
Patapsco Valley Bancshares, Inc.
/s/ Kevin P. Huffman
---------------------------------
Kevin P. Huffman, COO
Patapsco Valley Bancshares, Inc.
/s/ Barbara M. Broczkowski
---------------------------------
Barbara M. Broczkowski, CFO
Patapsco Valley Bancshares, Inc.
The Board of Directors of Patapsco Valley Bancshares, Inc. duly
approved and ratified Amendment No. 1 to the Employee Stock Purchase Plan on
June 15, 1999.
/s/ Edwin B. McKee
---------------------------------
Edwin B. McKee, Secretary
Patapsco Valley Bancshares, Inc.
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Patapsco Valley Bancshares, Inc. (the "Company") of our
report dated March 2, 1999 on the 1998 consolidated financial statements of the
Company, and related notes, which appear in the 1998 Annual Report to
Stockholders of the Company that is included in the Company's annual report on
Form 10-KSB for the year ended December 31, 1998.
/s/ Rowles & Company, LLP
-------------------------
Baltimore, Maryland
November 30, 1999
