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Registration No. 333-______
As filed with the Securities and Exchange Commission on
May 25, 1999
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
TRI-COUNTY FINANCIAL CORPORATION
- -----------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-1652138
- ------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P.O. BOX 38
WALDORF, MARYLAND 20604-0038
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(Address of Principal Executive Offices)
TRI-COUNTY FINANCIAL CORPORATION 1995 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
TRI-COUNTY FINANCIAL CORPORATION 1995 STOCK OPTION
AND INCENTIVE PLAN
- ----------------------------------------------------------------
(Full Title of the Plans)
MICHAEL L. MIDDLETON, PRESIDENT
TRI-COUNTY FINANCIAL CORPORATION
P.O. BOX 38
WALDORF, MARYLAND 20604-0038
____________________________________
(Name and Address of Agent For Service)
(301) 843-0854
______________________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
CYNTHIA R. CROSS, ESQUIRE
DANIEL L. HOGANS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 90,400 (1) (2) $2,368,491 (2) $685.44
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<FN>
(1) Maximum number of shares issuable under the Tri-County Financial Corporation 1995 Stock
Option Plan for Non-Employee Directors (11,000 shares) and the Tri-County Financial
Corporation 1995 Stock Option and Incentive Plan (79,400 shares), as such amounts may be
increased in accordance with said plans in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,inter alia, based upon the price at
which the options may be exercised. 90,400 shares are being registered hereby, of
which 28,040 are subject to option at an exercise price of $24.31 per share ($681,652.40 in
the aggregate). Based upon the book value of the Registrant's common stock as determined
on March 31, 1999 (the latest practicable date prior to filing the Form S-8) of $27.05 per
share, the value of the remaining shares for purposes of calculating the registration fee is
$1,686,838.00. Therefore, the total amount of the offering being registered herein is
$2,368,490.40.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Tri-County Financial Corporation (the "Company") is subject
to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".
As the Company is registering additional securities of the
same class as other securities for which a registration
statement filed on Form S-8 is effective, pursuant to Item E of
the General Instructions to Form S-8, the following document is
incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement under the
Securities Act of 1933, on Form S-8, as filed on September 20,
1995 with the Securities and Exchange Commission (Registration
Statement No. 33-97174).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Waldorf, State of
Maryland, on May 24, 1999.
TRI-COUNTY FINANCIAL CORPORATION
By: /s/ Michael L. Middleton
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Michael L. Middleton
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Tri-County Financial
Corporation, hereby severally constitute and appoint Michael L.
Middleton, who may act, with full power of substitution, our
true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said Michael
L. Middleton, who may act, may deem necessary or advisable to
enable Tri-County Financial Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Tri-County Financial
Corporation common stock, including specifically, but not
limited to, power and authority to sign for us in our names
in the capacities indicated below, the registration statement
and any and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said
Michael L. Middleton shall do or cause to be done by virtue
thereof.
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 dates indicated.
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<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ Michael L. Middleton President and Chief May 24, 1999
- ------------------------------ Executive Officer and Director
Michael L. Middleton (Principal Executive Officer)
/s/ Eileen M. Ramos Chief Financial Officer May 24, 1999
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Eileen M. Ramos
/s/ C. Marie Brown Chief Operating Officer and May 24, 1999
- ------------------------------ Director
C. Marie Brown
/s/ Herbert N. Redmond, Jr. Director May 24, 1999
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Herbert N. Redmond, Jr.
/s/ H. Beaman Smith Secretary, Treasurer May 24, 1999
- ------------------------------ and Director
H. Beaman Smith
/s/ Gordon A. O'Neill Director May 24, 1999
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Gordon A. O'Neill
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/s/ W. Edelen Gough, Jr. Director May 24, 1999
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W. Edelen Gough, Jr.
/s/ Henry A. Shorter, Jr. Director May 24, 1999
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Henry A. Shorter, Jr.
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INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit
5.1)
23.2 Consent of Stegman & Company
24 Power of Attorney (contained in the signature
page to this registration statement)
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[LETTERHEAD OF HOUSLEY KANTARIAN AND BRONSTEIN, P.C.]
May 24, 1999
Board of Directors
Tri-County Financial Corporation
P.O. Box 38
Waldorf, Maryland 20604-0038
Re: Tri-County Financial Corporation 1995 Stock Option
Plan for Non-employee Directors and Tri-County
Financial Corporation 1995 Stock Option and
Incentive Plan Registration Statement on Form S-8
-------------------------------------------------
Gentlemen:
We have acted as special counsel to Tri-County Financial
Corporation, a Maryland corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to an additional 90,400 shares of common
stock, par value $.01 per share (the "Common Stock") of the
Company which may be issued pursuant to the Tri-County Financial
Corporation 1995 Stock Option Plan for Non-employee Directors
and the Tri-County Financial Corporation 1995 Stock Option and
Incentive Plan (together, the "Plans"). You have requested the
opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plans
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Cynthia R. Cross, Esquire
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Cynthia R. Cross, Esquire
[LETTERHEAD OF STEGMAN & COMPANY]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Tri-County Financial Corporation
P.O. Box 38
Waldorf, Maryland 20604-0038
Re: Tri-County Financial Corporation Stock Option Plan
for Non-employee Directors and Tri-County Financial
Corporation 1995 Stock Option and Incentive Plan
Registration Statement on Form S-8
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We hereby consent to the incorporation by reference in
this Form S-8 of Tri-County Financial Corporation of our report
dated February 26, 1999, relating to the consolidated balance
sheets of Tri-County Financial Corporation as of December 31,
1998 and 1997, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1998
incorporated by reference in the Tri-County Financial
Corporation 1998 Annual Report on Form 10-K.
/s/ Stegman & Company
Stegman & Company
Baltimore, Maryland
May 20, 1999
