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As filed with the Securities and Exchange Commission on July 15, 1999
Registration No. 333-
------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARROLLTON BANCORP
(Exact name of registrant as specified in its charter)
MARYLAND 52-1660951
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
344 NORTH CHARLES STREET, SUITE 300 BALTIMORE, MARYLAND 21201
(Address of Principal Executive Offices) (Zip Code)
CARROLLTON BANCORP 1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
David L. Costello, III, Treasurer copy to:
Carrollton Bancorp, Inc. Charles R. Moran, Esquire
344 North Charles Street, Suite 300 Ballard Spahr Andrews & Ingersoll, LLP
Baltimore, Maryland 21201 300 East Lombard Street, 19th Floor
(410) 536-7308 Baltimore, Maryland 21202-3268
(Name, address, and telephone number, including (410) 528-5600
area code, of agent for service)
</TABLE>
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------------------------------------
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 shares(2) $17.3125 (3)(4) $3,462,500 $962.58
value $1.00 per
share
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Common Stock issuable in the event the number of
outstanding shares of Carrollton Bancorp is increased by stock split,
reclassification, stock dividend or similar transactions.
(2) Represents the number of shares of Common Stock that may be issued directly
or purchased upon the exercise of stock options outstanding under the Plan
as of the date hereof.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
(4) Calculated pursuant to Rules 457(c) and (h) based upon the average of the
high and low prices of the Common Stock on the NASDAQ Stock Market's
National Market on July 12, 1999, which date is within five (5) business
days prior to the date of filing of this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement covers 200,000 shares of Common
Stock, par value $1 .00 per share (the "Common Stock"), of Carrollton Bancorp
(the "Company"). The documents containing the information required to be
included in Part I of this Registration Statement will be provided to all
persons who are selected to participate in the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Carrollton Bancorp (the "Company") hereby incorporates by reference in
this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10- KSB for the fiscal
year ended December 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(c) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the Company's
most recent fiscal year ended December 31, 1998; and
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form S-4 (No. 33-
33027), filed with the Commission by the Company on January
12, 1990, and any amendments or reports now or heretofore
filed for the purpose of updating such description.
In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document. 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 any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter or bylaws a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The charter and bylaws of the Company contains such provisions
which eliminate such liability to the maximum extent permitted by the MGCL. The
Bylaws provide that the Company shall, to the full extent permitted by the MGCL,
indemnify its directors and officers, including the advance of related expenses.
The Bylaws also authorizes it, upon authorization of the Board of Directors, to
indemnify other employees and/or agents of the Company to the same extent as
directors and officers of the Company.
The MGCL requires a corporation (unless its charter provides otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he is made a party by reason of his service in that capacity. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of this service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless in either case a court orders indemnification
and then only for expenses. In addition, the MGCL requires the Company, as a
condition to advancing expenses, to obtain (a) 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 as authorized by the Bylaws
and (b) a written statement 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.
3
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Insofar as indemnification for liabilities arising out of the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, the
Company understands that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
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<S> <C>
4.1 Carrollton Bancorp 1998 Long-Term Incentive Plan
(incorporated by reference to DEF Form 14A filed by the
Company on March 16, 1998)
4.4 Articles of Incorporation of the Company dated January 11,
1990, as amended by Articles of Amendment dated May 11,
1999 (incorporated by reference to the Company's
Registration Statement on Form S-4 (No. 33-33027), dated
January 12, 1990 and DEF Form 14A filed by the Company on
March 19, 1999)
4.5 Amended and Restated Bylaws of the Company (incorporated by
reference to the Company's Registration Statement on Form S-4
(No. 33-33027), dated January 12, 1990)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of Rowles & Company, LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered
4
<PAGE>
would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change in such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
of 1933, as amended, 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 Securities Act of 1933, as amended, 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
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
5
<PAGE>
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 Baltimore, State of Maryland, on the
date below:
Dated:
Carrollton Bancorp
July 15, 1999 By: /s/ DALLAS R. ARTHUR
----------------------
Dallas R. Arthur, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dallas R. Arthur and David L. Costello
III and each or any one of them, his or their true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Leo a O'Dea Chairman of the Board and Director July 15, 1999
- -------------------------
Leo A O'Dea
/s/ Dallas R. Arthur President, Chief Executive Officer July 15, 1999
- ------------------------- and Director
Dallas R. Arthur
/s/ D. Doreen Smith Secretary July 15, 1999
- -------------------------
D. Doreen Smith
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Signature Title Date
- --------- ----- ----
/s/ David L. Costello III Treasurer and Chief Financial Officer July 15, 1999
- -------------------------
David L. Costello III
/s/ John Paul Rogers Director July 15, 1999
- -------------------------
John Paul Rogers
/s/ William C. Rogers, Jr. Director July 15, 1999
- -------------------------
William C. Rogers, Jr.
/s/ Steven K. Breeden Director July 15, 1999
- -------------------------
Steven K. Breeden
/s/ Thelma T. Daley Director July 15, 1999
- -------------------------
Thelma T. Daley
/s/ Howard S. Klein Director July 15, 1999
- -------------------------
Howard S. Klein
/s/ Albert R. Counselman Director July 15, 1999
- -------------------------
Albert R. Counselman
/s/ John P. Hauswald Director July 15, 1999
- -------------------------
John P. Hauswald
/s/ C. Edward Hoerichs Director July 15, 1999
- -------------------------
C. Edward Hoerichs
/s/ Allen Quille Director July 15, 1999
- -------------------------
Allen Quille
/s/ David P. Hessler Director July 15, 1999
- -------------------------
David P. Hessler
7
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Exhibit 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
July 15, 1999
Carrollton Bancorp
344 North Charles Street, Suite 300
Baltimore, Maryland 21201
Re: Carrollton Bancorp, a Maryland bank holding company
(the "Company") - Registration Statement on Form S-8
(Registration No. 333-_____) pertaining to Two
Hundred Thousand (200,000) Shares (the "Shares") of
common stock, par value one dollar ($1.00) per share
("Common Stock") pursuant to the Carrollton Bancorp
1998 Long-Term Incentive Plan (the "Plan")
Ladies and Gentlemen:
In connection with the registration of the Shares under the Securities
Act of 1933, as amended, by the Company on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about July 15, 1999
(the "Registration Statement"), you have requested our opinion with respect to
the matters set forth below.
We have acted as special Maryland corporate counsel for the Company in
connection with the matters described herein. In our capacity as special
Maryland corporate counsel to the Company, we have reviewed and are familiar
with proceedings taken and proposed to be taken by the Company in connection
with the authorization, issuance and sale of the Shares, and for purposes of
this opinion have assumed such proceedings will be timely completed in the
manner presently proposed. In addition, we have relied upon certificates and
advice from the officers of the Company upon which we believe we are justified
in relying and on various certificates from, and documents recorded with, the
State Department of Assessments and Taxation of Maryland (the "SDAT"), including
the charter of the Company (the "Charter"), consisting of Articles of
Incorporation filed with the SDAT on January 11, 1990 and Articles of Amendment
filed with the SDAT on May 11, 1999. We have also examined the Bylaws of the
Company, as amended through the date hereof (the "Bylaws") and resolutions of
the Board of Directors of the Company and the stockholders of the Company
adopted on or before the date hereof and in full force and effect on the date
hereof and such other laws, records, documents, certificates, opinions and
instruments as we have deemed necessary to render this opinion.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified,
9
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photostatic or conformed copies. In addition, we have assumed that each person
executing any instrument, document or certificate referred to herein on behalf
of any party is duly authorized to do so.
Based on the foregoing, and subject to the assumptions and
qualifications set forth herein, it is our opinion that the Shares have been
duly reserved for issuance by the Company as direct stock awards or upon the
exercise of options granted under the Plan, and when such Shares are duly
authorized for issuance by the Board of Directors and are issued and delivered
as direct stock awards or upon the exercise of options under the Plan and the
consideration for such Shares has been received in full by the Company, all in
accordance with the Plan and any such options, such Shares will be validly
issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement, and further consent to the filing of this opinion as an
exhibit to the applications to securities commissioners for the various states
of the United States for registration of the Shares. We also consent to the
identification of our firm as Maryland counsel to the Company in the section of
the Prospectus (which is part of the Registration Statement) entitled "Legal
Matters".
The opinions expressed herein are limited to the laws of the State of
Maryland and we express no opinion concerning any laws other than the laws of
the State of Maryland. Furthermore, the opinions presented in this letter are
limited to the matters specifically set forth herein and no other opinion shall
be inferred beyond the matters expressly stated.
Very truly yours,
10
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Carrollton Bancorp
Baltimore, Maryland
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report, dated March 10, 1999,
appearing in the annual report on Form10-KSB of Carrollton Bancorp and
Subsidiary for the year ended December 31, 1998.
ROWLES & COMPANY, LLP
Baltimore, Maryland
July 15, 1999
11
