AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1998
REGISTRATION NO. 333-65727
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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F&M BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 6711 52-1316473
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION IDENTIFICATION
ORGANIZATION) CODE NUMBER) NO.)
110 THOMAS JOHNSON DRIVE
FREDERICK, MARYLAND 21702
TEL. (301) 694-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GORDON M. COOLEY, GENERAL COUNSEL
110 THOMAS JOHNSON DRIVE
FREDERICK, MARYLAND 21702
TEL. (301) 694-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ( )
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(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. ( ) ______________________
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 consists of no exhibits. On
November 30, 1998, the merger of Monocacy with and into F&M Bancorp was
consummated, each issued and outstanding share of Monocacy Common Stock was
converted into, and became exchangeable for, 1.251 shares of F&M Bancorp
Common Stock, and each outstanding and unexercised option to purchase
Monocacy Common Stock was converted into, and became exchangeable for, a
number of shares of F&M Bancorp Common Stock as determined pursuant to the
terms of the agreement and plan of merger, resulting in the issuance of an
aggregate of 2,267,790 shares of F&M Bancorp Common Stock. Therefore, in
accordance with Item 22(a) in Part II of the Registration Statement
relating to certain undertakings, this Post-Effective Amendment No. 1 is
being filed by F&M Bancorp for the purpose of deregistering 13,963 shares
of F&M Bancorp Common Stock. Capitalized terms used and not defined in
this Explanatory Note have the meaning set forth in the Joint Proxy
Statement/Prospectus included in this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Frederick, State of Maryland, on
December 31, 1998.
F&M BANCORP
By: /s/ Faye E. Cannon
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FAYE E. CANNON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities indicated on December 31,
1998.
SIGNATURES TITLE
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/s/ Faye E. Cannon President and Chief Executive Officer
------------------------------ (Principal Executive Officer)
Faye E. Cannon
/s/ David L. Spilman* Treasurer
------------------------------ (Principal Financial and Accounting
David L. Spilman Officer)
/s/ R. Carl Benna* Director
------------------------------
R. Carl Benna
------------------------------ Director
Howard B. Bowen
------------------------------ Director
John D. Brunk
/s/ Beverly B. Byron* Director
------------------------------
Beverly B. Byron
/s/ Faye E. Cannon Director
------------------------------
Faye E. Cannon
------------------------------ Director
Martha E. Church
/s/ Albert H. Cohen* Director
------------------------------
Albert H. Cohen
/s/ Maurice A. Gladhill* Director
------------------------------
Maruice A. Gladhill
------------------------------ Director
Charles W. Hoff, III
/s/ James K. Kluttz* Director
------------------------------
James K. Kluttz
------------------------------ Director
Charles A. Nicodemus
/s/ Richard W. Phoebus* Director
------------------------------
Richard W. Phoebus
/s/ H. Deets Warfield* Director
------------------------------
H. Deets Warfield
------------------------------ Director
Joan C. Warfield
------------------------------ Director
Thomas R. Winkler
* By: /s/ Faye E. Cannon
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Faye E. Cannon
Attorney-in-Fact
