As filed with the Securities and Exchange Commission on July 11, 1996.
Registration No. 333-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
MASON-DIXON BANCSHARES, INC.
(Exact name of Registrant as specified in charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6712
(Primary Standard Industrial)
Classification Code Number)
52-1764929
(I.R.S. Employer Identification
Number)
Mason-Dixon Bancshares, Inc. Management Deferred Compensation
Plan
(Full title of the plan)
45 West Main Street
Westminster, MD 21157
(410) 857-3401
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Thomas K. Ferguson, President
Mason-Dixon Bancshares, Inc.
45 West Main Street
Westminster, MD 21157
(410) 857-3401
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Abba David Poliakoff, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 East Redwood Street
Baltimore, MD 21202
(410) 576-4067
-------------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
-----------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of securities Number of Shares to Proposed maximum Proposed maximum (2) Amount of
to be registered be registered offering price aggregate offering price registration fee
(1) per Share (2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 25,000 $17.50 $437,500 $150.86
per share
================================================================================================================================
<FN>
(1) Plus such additional number of Shares as may become issuable by operation
of the anti-dilutional provisions of the plan.
(2) Estimated solely for purposes of determining the registration fee. The
proposed maximum aggregate offering price per Share has been computed
pursuant to Rule 457(h) based upon the market price of the Shares as of
July 8, 1996.
--------------------------------------------------------------------------
--------------------------------------------------------------------------
</FN>
</TABLE>
<PAGE>
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Information.
Omitted pursuant to the instructions and provisions of Form S-8.
- 1 -
<PAGE>
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by Mason-Dixon Bancshares, Inc. (the
"Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are, as of their respective dates, hereby incorporated by
reference in this Registration Statement:
(i) Annual Report on Form 10-K for the fiscal year ended December 31, 1995
(which includes certain information contained in the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders on April 20, 1996 and
incorporated therein by reference);
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
and
(iii) Description of the Shares (as defined below) which appears at page 29
of the Company's Registration Statement on Form S-4, File No. 33-92122 or any
description of the Shares which appears in any prospectus forming a part of any
subsequent registration statement of the Company or in any registration
statement filed pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of common stock, par value $1.00 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. 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 Prospectus to the extent that a statement
contained herein or in a document subsequently filed modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to:
Mason-Dixon Bancshares, Inc.
Shareholder Relations Department
P. O. Box 1100
Westminster, MD 21158-0199
Telephone requests may be directed to the Company at (410) 857-3401.
II-1
<PAGE>
Item 4. Description of Shares.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company provide for advancement of
expenses of directors, in the event of any litigation against a director, to the
extent provided in the Maryland General Corporate Law. There is no obligation to
repay the expenses advanced unless it is determined by the Company that the
director is not entitled to indemnification. In addition, the Articles of
Incorporation also includes a provision that the directors of the Company shall
not be personally liable to the Company or to any shareholder for monetary
damages for breach of fiduciary duty as a director except for liability (1) for
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (2) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its stockholders or that
involves the absence of good faith on the part of the director, (3) for any
transaction from which a director derived an improper personal benefit, (4) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its stockholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
stockholders, and (5) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its stockholders.
The Company maintains directors and officers liability insurance
providing insurance under certain circumstances for directors and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to
legality of Shares to be issued
23(a)Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
(included in their opinion in Exhibit 5)
23(b) Consent of Stegman & Company, independent certified public accountants
II-2
<PAGE>
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement,
provided, however, that the undertakings contained in paragraphs (a)(i) and
(a)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
II-3
<PAGE>
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 Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Westminster, State of Maryland, on June 26, 1996.
MASON-DIXON BANCSHARES, INC.
By:/s/ Thomas K. Ferguson
Thomas K. Ferguson, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of the date
indicated below.
Signature Title Date
/s/ William B. Dulany Chairman of the Board of June 26, 1996
- --------------------------------------------
William B. Dulany Directors
/s/ Thomas K. Ferguson President and CEO (Principal June 26, 1996
- -------------------------------------------
Thomas K. Ferguson Executive Officer)
/s/ Mark A. Keidel Vice President and Chief June 26, 1996
Mark A. Keidel Financial Officer (Principal
Financial and Accounting Officer)
/s/ Vivian A. Davis Corporate Secretary June 26, 1996
- ------------------------------------------
Vivian A. Davis
/s/ David S. Babylon, Jr. Director June 26, 1996
- ------------------------------------------
David S. Babylon, Jr.
/s/ Henry S. Baker, Jr. Director June 26, 1996
- ------------------------------------------
Henry S. Baker, Jr.
/s/ Miriam F. Beck Director June 26, 1996
- ------------------------------------------
Miriam F. Beck
/s/ Donald H. Campbell Director June 26, 1996
- ------------------------------------------
Donald H. Campbell
Director June __, 1996
Patricia A. Dorsey
II-5
<PAGE>
/s/ R. Neal Hoffman Director June 26, 1996
- -------------------------------------------
R. Neal Hoffman
/s/ S. Ray Hollinger Director June 26, 1996
- -------------------------------------------
S. Ray Hollinger
/s/ Thomas A. Raver Director June 26, 1996
- ------------------------------------------
Thomas A. Raver
/s/ Edwin W. Shauck Director June 26, 1996
- ------------------------------------------
Edwin W. Shauck
Director June __, 1996
James C. Snyder
/s/ Stevenson B. Yingling Director June 26, 1996
- ------------------------------------------
Stevenson B. Yingling
C64121.595 Y
II-6
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibits
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
23(a) Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5)
23(b) Consent of Stegman & Company, independent certified public
accountants
<PAGE>
Exhibit 5
<PAGE>
June 14, 1996
Mason-Dixon Bancshares, Inc.
45 West Main Street
Westminster, MD 21157-0199
Re: Mason-Dixon Bancshares, Inc.; Registration Statement on Form S-8
for the Mason-Dixon Bancshares, Inc. Management Deferred
Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Mason-Dixon Bancshares, Inc., a
Maryland corporation (the "Company"), in connection with the issuance by the
Company of up to 25,000 shares of common stock, par value $1.00 per share (the
"Shares"), under the Mason-Dixon Bancshares, Inc. Management Deferred
Compensation Plan (the "Plan"), pursuant to the above-referenced Registration
Statement (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed on this date by the Company with the
Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Articles of Incorporation
of the Company, as amended (the "Charter"), (ii) the By-laws of the Company,
(iii) the Plan, and (iv) resolutions adopted by the Board of Directors of the
Company relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent therewith, that all
Documents submitted to us as originals are authentic, all documents submitted to
us as certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
Based on the foregoing, it is our opinion that upon the
issuance by the Company of the Shares to participants in the Plan in accordance
with the terms of the Plan, the Shares will be duly and validly issued, fully
paid and nonassessable.
The foregoing opinion is limited to the laws of the State of
Maryland and of the United States of America and we do not express any opinion
herein concerning any other law.
<PAGE>
We assume no obligation to supplement this opinion if any applicable law changes
after the date hereof or if we become aware of any fact that might change the
opinion expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and
may not be relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein. In
giving this opinion, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
<PAGE>
Exhibit 23(b)
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby certify to the incorporation by reference in this
Form S-8 of Mason- Dixon Bancshares, Inc. (the "Company") of our report dated
January 24, 1996, which appears on page 42 of the 1995 Annual Report to
Stockholders of the Company.
STEGMAN & COMPANY
TOWSON, MARYLAND
MAY 6, 1996
<PAGE>
