As filed with the Securities and Exchange Commission on February 22, 2000
Registration No. 333-91817
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMERCEFIRST BANCORP, INC.
(Name of small business issuer in its charter)
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Maryland 6021 52-2180744
(State of other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
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705 Melvin Avenue
Suite 104
Annapolis, Maryland 21401
410.280.6673
(Address and telephone number of principal executive offices)
Richard J. Morgan, President and
Chief Executive Officer
CommerceFirst Bancorp, Inc.
705 Melvin Avenue
Suite 104
Annapolis, Maryland 21401
410.280.6673
(Name, address, including zip code, and telephone number agent for service)
Copies to:
Noel M. Gruber, Esquire Stephen C. Hosea, Esquire
David H. Baris, Esquire Garth E. Beall, Esquire
Kennedy, Baris & Lundy, L.L.P McNamee, Hosea, Jernigan & Kim, P.A.
4701 Sangamore Road, Suite P-15 6411 Ivy Lane, Suite 200
Bethesda, Maryland 20816 Greenbelt, Maryland 20770
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration Fee
Registered registered Offering Price Per Unit Aggregate Offering Price
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Common stock 1,000,000 $10.00 $10,000,000 $2,780.00(2)
Warrants 150,000 -- -- --
Common stock issuable upon
exercise of warrants 150,000 $10.00 $ 1,500,000 $ 396
===========================================================================================================================
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(1) Registration fee calculated in accordance with Rules 457(a).
(2) Previously paid in connection with initial filing of registration statement.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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This Pre-Effective Amendment No. 4 is filed solely to file Exhibit 99(f).
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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
The Articles of Incorporation of CommerceFirst provide that
CommerceFirst may indemnify officers, directors, employees and agents of
CommerceFirst to the fullest extent permitted by the Maryland law (the "Maryland
law"). Pursuant to the Maryland law, CommerceFirst generally has the power to
indemnify its present and former directors, officers, agents and employees, or
persons serving as such in another entity at CommerceFirst's request, against
expenses (including attorneys' fees) and liabilities incurred by them in any
action, suit, or proceeding to which they are, or are threatened to be made, a
party by reason of their serving in such positions, so long as they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of CommerceFirst, or in the case of a criminal proceeding,
had no reasonable cause to believe their conduct was unlawful. In respect of
suits by or in the right of CommerceFirst, the indemnification is generally
limited to expenses (including attorneys' fees) and is not available in respect
of any claim where such person is adjudged liable to CommerceFirst, unless the
court determines that indemnification is appropriate. To the extent such person
is successful in the defense of any suit, action or proceeding, indemnification
against expenses (including attorneys' fees) is mandatory. CommerceFirst has the
power to purchase and maintain insurance for such persons and indemnification.
The indemnification provided by the Maryland law is not exclusive of other
rights to indemnification which any person may otherwise be entitled under any
bylaw, agreement, shareholder or disinterested director vote, or otherwise.
Item 25. Other Expenses of Issuance and Distribution
The estimated expenses payable by CommerceFirst in connection with the
Offering described in this Registration Statement (other than underwriting
discounts and commissions) are as follows:
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SEC registration fee $ 3,837
Blue Sky qualification fees and expenses 12,500
Printing, engraving & Edgar expenses 15,000
Registered Broker Dealer Fees 15,000
Legal fees and expenses 50,000
Accounting fees and expenses 10,000
Other 3,663
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Total $ 110,000
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Item 26. Recent Sales of Unregistered Securities.
Between July 14, 1999 and October 18, 1999, CommerceFirst issued an
aggregate of 325 shares of common stock to organizers of CommerceFirst and
CommerceFirst Bank at a price of $1,000 per share in private placement
transactions exempted pursuant to Section 4(2) of the Securities Act of 1933,
pursuant to the terms of Organizer Agreements between CommerceFirst and the
organizers.
Item 27. Exhibits.
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Number Description
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3(a) Articles of Incorporation of CommerceFirst, as amended (1)
3(b) Bylaws of CommerceFirst(1)
4 Refer to Articles III through V and Articles IX
through XI of the Articles of Incorporation (included
as Exhibit 3(a) previously filed) and Article II of
the Bylaws (included as Exhibit 3(b) previously
filed)
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Number Description
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5 Opinion of Kennedy, Baris & Lundy, L.L.P.
10(a) Chairman Employment Agreement dated July 14, 1999 between Milton D. Jernigan, II and CommerceFirst
Bancorp, Inc. (1)
10(b) President Employment Agreement dated August 2, 1999 between Richard J. Morgan and CommerceFirst Bancorp,
Inc. (1)
10(c) Executive Vice President Employment Agreement dated July 14, 1999 between Lamont Thomas and CommerceFirst
Bancorp, Inc. (1)
23(a) Consent of Trice & Geary, L.L.C., Independent Auditors
23(b) Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
99(a) Form of Subscription Agreement(1)
99(b) Amended and Restated Organizers Agreement (1)
99(c) Form of Escrow Agreement(1)
99(d) Warrant Plan
99(e) Letter of Intent for 1804 West Street
99(f) Cover Letters and brochure to prospective investors.
99(g) Lease Agreement for 1804 West Street
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(1) Previously filed and incorporated by reference to the exhibit of the same
number in the original filing of the Company's registration statement on Form
SB-2 (No. 333-91817)
Item 28. Undertakings. The Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) reflect in
the prospectus any facts or events which, individually or together represent a
fundamental change in the information in the registration statement; and
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 424(b) (ss. 230.424(b) of this
chapter) if, in the aggregate, the changes in the 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;
and (iii) include any additional or changed material information on the plan of
distribution.
(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the
II-2
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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 of 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.
II-3
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Annapolis, State of Maryland on February 22, 2000.
COMMERCEFIRST BANCORP, INC.
By: /s/ Richard J. Morgan
--------------------------------
Richard J. Morgan, President and
Chief Executive Officer
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 dates indicated.
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SIGNATURE TITLE DATE
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Director , 2000
- --------------------------------------------- ---------
Edward B. Howlin, Jr.
/s/ Milton D. Jernigan II Chairman of the Board of Directors February 22, 2000
- ---------------------------------------------
Milton D. Jernigan II
Vice Chairman of the Board of Directors, , 2000
- --------------------------------------------- ---------
Alvin R. Maier Secretary and Treasurer
/s/ Richard J. Morgan Director, President - Chief Executive February 22, 2000
- ---------------------------------------------
Richard J. Morgan Officer
(Principal Executive Officer)
/s/ Lamont Thomas Director, Executive Vice President- February 22, 2000
- ---------------------------------------------
Lamont Thomas Chief Operating Officer
(Principal Financial and Accounting Officer)
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EXHIBIT 99(f)
February 22, 2000
Name
Address
Address 2
Dear __________:
As a Founding Organizer [and title if officer] of CommerceFirst
Bancorp, Inc., I am pleased to send you a copy of the prospectus for
CommerceFirst Bancorp's offering of shares of its common stock. CommerceFirst
Bancorp is being formed to be the holding company for CommerceFirst Bank, a
new community bank to be headquartered in Annapolis, Maryland.
If you have any questions about CommerceFirst Bancorp or the offering
after you have read the prospectus, please feel free to call me at __________ or
Rick Morgan, President of CommerceFirst Bancorp and Commerce Bank at
410.280.6673.
Thank you for taking the time to consider an investment in
CommerceFirst Bancorp.
Sincerly,
