AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 2000
REGISTRATION NO. 333-90083
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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 (Primary Standard (I.R.S. Employer
jurisdiction Industrial Classification Identification Number)
of incorporation or Code Number)
organization)
110 Thomas Johnson Drive
Frederick, Maryland 21702
(301) 694-4000
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
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FAYE E. CANNON, PRESIDENT & CHIEF EXECUTIVE OFFICER
F&M BANCORP
110 THOMAS JOHNSON DRIVE
FREDERICK, MARYLAND 21702
(301) 694-4000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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Copies to:
FRANK ED BAYOUTH II
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1600 SMITH, SUITE 4460
HOUSTON, TEXAS 77002
(713) 655-5100
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If the securities being registered on this form are to be 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. |X|
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 consists of no exhibits. On
December 30, 1999, the merger of Patapsco Valley Bancshares, Inc., a
Maryland corporation, with and into F&M Bancorp closed and each issued and
outstanding share of Patapsco Valley common stock was converted into, and
became exchangable for, 1.18 shares of F&M Bancorp common stock, resulting
in the issuance of an aggregate of 1,635,872 shares of F&M Bancorp common
stock. Therefore, in accordance with Item 22(a) in Part II of the
registration statement relating to undertakings of F&M Bancorp, this
Post-Effective Amendment No. 1 is being filed by F&M Bancorp to deregister
an aggregate of 39,939 shares of F&M Bancorp common stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Frederick, State of Maryland, on the 12th day of January, 2000.
F&M BANCORP
By: /s/ Faye E. Cannon
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President and Chief Executive Officer
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 12th day of January, 2000.
Name Capacities
---- ----------
/s/ FAYE E. CANNON President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
Faye E. Cannon
/s/ * Principal Accounting Officer
- -----------------------------
Anne K. Wright
/s/ * Director
- -----------------------------
R. Carl Benna
/s/ * Director
- -----------------------------
Howard B. Bowen
/s/ * Director
- -----------------------------
John D. Brunk
/s/ * Director
- -----------------------------
Beverly B. Byron
/s/ * Director
- -----------------------------
Martha E. Church
/s/ * Director
- -----------------------------
Albert H. Cohen
/s/ * Director
- -----------------------------
Maurice A. Gladhill
/s/ * Director
- -----------------------------
Charles W. Hoff, III
/s/ * Director
- -----------------------------
Donald R. Hull
/s/ * Director
- -----------------------------
James K. Kluttz
/s/ * Director
- -----------------------------
Richard W. Phoebus
/s/ * Director
- -----------------------------
H. Deets Warfield
/s/ * Director
- -----------------------------
Thomas R. Winkler
By: /s/ FAYE E. CANNON
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Faye E. Cannon
Attorney-in-Fact
