<PAGE>
<PAGE>
Registration No. 333-______
As filed with the Securities and Exchange Commission on
February 26, 1998
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
GLEN BURNIE BANCORP
-----------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
MARYLAND 52-1782444
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 CRAIN HIGHWAY S.E.
GLEN BURNIE, MARYLAND 21061-3578
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(Address of Principal Executive Offices)
THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)
F. WILLIAM KUETHE, JR., PRESIDENT
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
----------------------------------------
(Name and Address of Agent For Service)
(410) 766-3300
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
COPIES TO:
ALLAN D. HOUSLEY, ESQUIRE
JAMES C. STEWART, ESQUIRE
J. MARK POERIO, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$10.00 par value 25,000 (1) $21.0375 (2) $525,937 (2) $156.00
====================================================================================
<FN>
(1) Maximum number of shares issuable under The Bank of Glen
Burnie Employee Stock Purchase Plan, as such amounts may be
increased in accordance with said plan in the event of a
recapitalization or reclassification 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. Under the Plan, options may be exercised at a
price equal to 85% of the fair market value of the Common
Stock at the time of grant. Based upon the last sale price
of the Common Stock of the Registrant as reported on the OTC
Bulletin Board on January 28, 1998 of $24.75 per share, the
aggregate exercise price of the 25,000 shares to be offered
hereby is $525,937.
</FN>
/TABLE
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in The Bank of Glen Burnie Employee Stock Purchase Plan (the
"Plan") in accordance with Rule 428(b)(1). In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Glen Burnie Bancorp (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission. Reports 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".
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 as filed with the Commission on
August 29, 1997 (Commission File No. 33-62278).
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 as filed with the Commission on July
18, 1997 (Commission File No. 33-62278).
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 as filed with the Commission on
August 14, 1997 (Commission File No. 33-62278).
(d) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 as filed with the Commission on
November 14, 1997 (Commission File No. 33-62278).
(e) The Company's Amendment to its Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1997 as filed with the
Commission on December 24, 1997 (Commission File No. 33-62278).
(f) The Company's Amendment to its Annual Report on Form
10-K/A for the year ended December 31, 1996 as filed with the
Commission on January 9, 1998 (Commission File No. 33-62278).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $10.00 PER
SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF
FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
DESCRIPTION OF CAPITAL STOCK
GENERAL
The Company is authorized to issue 5,000,000 shares of Common
Stock. As of January 5, 1998, there were 1,092,768 shares
outstanding. Each share of the Common Stock has the same
relative rights as, and is identical in all respects
with, each other share of Common Stock. The Common Stock is not
subject to redemption and is not convertible into any other class
of securities. Upon payment of the full purchase price therefor,
the Common Stock will be fully paid and non-assessable. The
Common Stock may be issued in either certificated or
uncertificated form. THE COMMON STOCK OF THE COMPANY REPRESENTS
NONWITHDRAWABLE CAPITAL, IS NOT AN ACCOUNT OF AN INSURABLE TYPE,
AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
DIVIDENDS. The Company can pay dividends if, as and when
declared by its Board of Directors, subject to compliance with
limitations which are imposed by law. The holders of Common
Stock of the Company will be entitled to receive and share
equally in such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor.
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VOTING RIGHTS. The holders of Common Stock of the Company
possess exclusive voting rights in the Company. Each holder of
Common Stock is entitled to one vote per share. Directors are
elected by a plurality of the votes cast. A majority of the
votes cast is generally required for the approval of all other
matters submitted to a vote of the stockholders except as
described in " -- Certain Voting Requirements."
LIQUIDATION. In the event of any liquidation, dissolution or
winding up of the Company, the holders of its Common Stock would
be entitled to receive, after payment or provision for payment of
all its debts and liabilities, all of the assets of the Company
available for distribution.
PREEMPTIVE RIGHTS. Holders of the Common Stock of the
Company are entitled to preemptive rights with respect to any
additional shares which may be issued by the Company. Preemptive
rights generally entitle stockholders to subscribe to any and all
issuances of the Common Stock on a proportionate basis and in an
amount equal to the ratio that each individual stockholder's
total number of shares bears to the total number of shares of
Common Stock outstanding. Under the Maryland General Corporation
Law, however, pre-emptive rights do not apply to: (1) stock
issued to obtain any of the capital required to initiate the
corporate enterprise; (2) stock issued for at least its fair
value in exchange for consideration other than money; (3) stock
remaining unsubscribed for after being offered to stockholders;
(4) treasury stock sold for at least its fair value; (5) stock
issued or issuable under articles of merger; (6) stock which is
not presently entitled to be voted in the election of directors
issued for at least its fair value; (7) stock, including treasury
stock, issued to an officer or other employee of the corporation
or its subsidiary on terms and conditions approved by the
stockholders by the affirmative vote of two-thirds of all the
votes entitled to be cast on the matter; and (8) any other
issuance of shares if the applicability of preemptive rights is
impracticable.
TRANSFER AGENT AND REGISTRAR. The Bank acts as transfer
agent and registrar for the Common Stock.
CERTAIN VOTING REQUIREMENTS
ARTICLES OF INCORPORATION AND BYLAWS. The Company's Articles
of Incorporation provide that the affirmative vote of 80% of the
outstanding shares of stock of the Company entitled to vote shall
be required for the approval of: (a) any amendment to the
Articles of Incorporation; (b) the consolidation of the
Company with one or more corporations to form a new consolidated
corporation; (c)the merger of the Company with another
corporation or the merger of one or more corporations into the
Company; (d) the sale, lease or exchange or other transfer
of all or substantially all, of the property and assets of the
Company, including its goodwill; (e) the participation of the
Company in a share exchange, the stock of which is to be
acquired; or (f) the voluntary liquidation, dissolution or
winding up of the Company. The Company's Bylaws require the
affirmative vote of 80% of the votes entitled to be cast at an
election of directors in order to remove a director. In
addition, the Bylaws may only be amended by the stockholders by
an affirmative vote of 80% of the votes entitled to be cast on
the matter.
BUSINESS COMBINATIONS. Under the Maryland General
Corporation Law, mergers, consolidations and sales of
substantially all of the assets of a Maryland corporation must
generally be approved by the affirmative vote of the
holders of two-thirds of the outstanding shares of stock entitled
to vote thereon. Maryland's Business Combination Statute,
however, restricts certain transactions between a Maryland
corporation (or its majority owned subsidiaries),
and any person who, after the date the corporation has 100 or
more beneficial owners of its stock, beneficially owns 10% or
more of the corporation's outstanding voting stock, together with
affiliates or associates thereof (an "Interested Stockholder").
For a period of five years following the date that
a stockholder becomes an Interested Stockholder, Maryland's
Business Combination Statute generally prohibits the following
types of transactions between the corporation and the Interested
Stockholder (unless certain conditions, described below, are
met): (i) mergers, consolidations or share exchanges; (ii) sales,
leases, exchanges or other dispositions other than in the
ordinary course of business or pursuant to a dividend, in any
twelve-month period, of assets having an aggregate book value of
10% or more of the total market value of the outstanding stock of
the corporation or of its net worth; (iii) issuances or
transfers by the corporation or any subsidiary thereof of any
equity securities of the corporation or any subsidiary thereof
having a market value of 5% or more of the total market value of
the outstanding stock of the corporation; (iv) the adoption of a
proposal or plan of liquidation or dissolution of the corporation
in which anything other than cash will be received by the
Interested Stockholder or any affiliate of any Interested
Stockholder; (v) any reclassification of securities, or
recapitalization of the corporation, or any merger,
consolidation, or share exchange of the corporation with any of
its subsidiaries which has the effect of increasing by 5% or more
of the total number of shares, the proportionate amount of the
outstanding shares of any class of equity securities of the
corporation or any subsidiary thereof which is owned by an
Interested Stockholder; and (vi) the receipt by any Interested
Stockholder or any affiliate thereof of the benefit, directly or
indirectly, (except proportionately as a stockholder) of any
loan, advance, guarantee, pledge, or other financial
assistance or any tax credit or other tax advantage provided by
the corporation or any of its subsidiaries. After the five-year
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<PAGE>
moratorium on business combinations has expired, a business
combination must (i) be recommended by the board of directors and
approved by (a) 80% of the stockholders entitled to vote,
and (b) two-thirds of the disinterested stockholders, or (ii)
meet the rigorous fair price requirements of the business
combination statute, or (iii) qualify for one of the statutory
exemptions. This restriction does not apply if before such
person becomes an Interested Stockholder, the Board of Directors
approves the transaction in which the Interested Stockholder
becomes an Interested Stockholder or approves the business
combination, or a statutory exemption applies. A Maryland
corporation may exempt particular interested stockholders from
the requirements of the statute by resolution adopted by its
board of directors prior to the date the Interested Stockholder
became an Interested Stockholder.
CONTROL SHARE ACQUISITIONS. The Maryland General Corporation
Law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights
except to the extent approved by a vote of two-thirds of the
shares entitled to be voted on the matter, excluding shares of
stock owned by the acquiror or by officers or directors who are
employees of the corporation. "Control shares" are voting shares
of stock which, if aggregated with all other such shares of stock
previously acquired by the acquiror, or in respect of which the
acquiror is able to exercise or direct the exercise of
voting power except solely by virtue of a revocable proxy, would
entitle the acquiror to exercise voting power in electing
directors within one of the following ranges of voting power: (i)
one-fifth or more but less than one-third; (ii) one-third or more
but less than a majority; or (iii) a majority of all voting
power. Control shares do not include shares the acquiring person
is then entitled to vote as a result of having previously
obtained stockholder approval. A "control share acquisition"
means the acquisition of control shares, subject to certain
exceptions for shares acquired through descent or distribution,
in satisfaction of a pledge or in a merger, consolidation or
share exchange to which the corporation is a party. The control
share acquisition statute applies to any Maryland corporation
with 100 or more beneficial owners of its stock other than
a close corporation or an investment company.
A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions (including
an undertaking to pay expenses and delivery of an "acquiring
person statement"), may compel the corporation's board
of directors to call a special meeting of stockholders to be held
within 50 days of demand to consider the voting rights of the
shares. If no request for a meeting is made, the corporation may
itself present the question at any stockholders' meeting.
Unless the charter or bylaws provide otherwise, if voting
rights are not approved at the meeting or if the acquiring person
does not deliver an acquiring person statement within 10 days
following a control share acquisition then, subject to certain
conditions and limitations, the corporation may redeem any or
all of the control shares (except for those which voting rights
have previously been approved) for fair value determined, without
regard to the absence of voting rights for the control shares, as
of the date of the last control share acquisition or of any
meeting of stockholders at which the voting rights of such
shares are considered and not approved. Moreover, unless the
charter or bylaws provides otherwise, if voting rights for
control shares are approved at a stockholders' meeting and the
acquiror becomes entitled to exercise or direct the
exercise of a majority or more of all voting power, other
stockholders may exercise appraisal rights. The fair value of
the shares as determined for purposes of such appraisal rights
may not be less than the highest price per share paid by the
acquiror in the control share acquisition.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to receive
indemnification in connection with any proceeding to the fullest
extent permitted by Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland. Such
section provides that a corporation may indemnify any director or
officer made a party to any civil, criminal, administrative or
investigative proceeding by reason of serving in such capacity
unless it is established that (a) the act or omission of such
person was material to the matter giving rise to the proceeding
and either was committed in bad faith or was the result of active
and deliberate dishonesty, (b) the person actually received an
improper personal benefit, or (c) in the case of a criminal
proceeding, the person had reasonable cause to believe
the act or omission was unlawful. The indemnification may be
against judgments, penalties, fines, settlements, and reasonable
expenses (including attorneys' fees) actually incurred in
connection with the proceeding. However, if the proceeding was
by or in the right of the corporation, indemnification may not be
made if the person is adjudged to be liable to the corporation.
The corporation must indemnify directors and officers for
expenses incurred in contesting any such proceeding if such
persons are successful on the merits, unless the corporation's
articles of incorporation limit such indemnification (the
Company's Articles do not). Determination that the
indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum
of disinterested directors (or a committee of disinterested
directors), by
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<PAGE>
special legal counsel chosen by disinterested directors (or a
committee of disinterested directors) or by a majority vote of
disinterested stockholders. A corporation may purchase and
maintain insurance on behalf of any director or officer against
any liability asserted against and incurred by such person in any
such capacity or arising out of such person's position whether or
not the corporation would have the power to indemnify against
such liability under Maryland law. A corporation must report any
indemnification or advance of expenses to a director or officer
arising out of a proceeding by or in the right of the corporation
to the stockholders of the corporation.
The Company maintains director and officer liability
insurance. The scope of such insurance is essentially the same
as the indemnification provisions outlined above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 242(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% 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 to such
information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
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 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous 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
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
4. 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 Securities and Exchange
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 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.
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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 Glen Burnie, State of Maryland,
on February 25, 1998.
GLEN BURNIE BANCORP
By: /s/ F. William Kuethe, Jr.
--------------------------
F. William Kuethe, Jr.
President and Chief Executive
Officer
(Duly Authorized Representative)
We, the undersigned directors and officers of Glen Burnie
Bancorp (the "Company") hereby severally constitute and appoint
F. William Kuethe, Jr., our true and lawful attorney and agent,
to do any and all things in our names in the capacities indicated
below which said F. William Kuethe, Jr. may deem necessary or
advisable to enable the Company 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 statement on Form S-8 relating to the offering of
the Company's 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 F.
William Kuethe, Jr. shall due 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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
/s/ F. William Kuethe, Jr.
- ------------------------ President and Director February 25, 1998
F. William Kuethe, Jr. (Principal Executive Officer)
/s/ John E. Porter
- ------------------------- Chief Financial Officer February 23, 1998
John E. Porter (Principal Financial Officer)
/s/ Beatrice S. McQuarrie
- ------------------------- Assistant Treasurer of the Bank February 25, 1998
Beatrice S. McQuarrie (Principal Accounting Officer)
/s/ John E. Demyan
- ------------------------- Chairman of the Board, Director February 25, 1998
John E. Demyan
Theodore L. Bertier, Jr.
- -------------------------- Director February 25, 1998
Theodore L. Bertier, Jr.
/s/ Shirley E. Boyer
- -------------------------- Director February 25, 1998
Shirley E. Boyer
<PAGE>
/s/ Thomas Clocker
- -------------------------- Director February 25, 1998
Thomas Clocker
/s/ Alan E. Han
- -------------------------- Director February 25, 1998
Alan E. Hahn
/s Charles L. Hein
- -------------------------- Director February 25, 1998
Charles L. Hein
/s/ F. W. Keuthe, III
- -------------------------- Director February 25, 1998
F. W. Kuethe, III
/s/ Eugene P. Nepa
- -------------------------- Director February 25, 1998
Eugene P. Nepa
/s/ William N. Scherer, Sr.
- -------------------------- Director February 25, 1998
William N. Scherer, Sr.
/s/ Karen Thorwarth
- -------------------------- Director February 25, 1998
Karen Thorwarth
/s/ Mary L. Wilcox
- -------------------------- Director February 25, 1998
Mary L. Wilcox
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality of the Common Stock being registered
23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears
in their opinion filed as Exhibit 5)
23.2 Consent of Trice & Geary LLC
23.3 Consent of Rowles & Company, LLP
99.1 The Bank of Glen Burnie Employee Stock Purchase Plan
99.2 Form of Acceptance of Option
February 26, 1998
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Re: Registration Statement on Form S-8
----------------------------------------------------
The Bank of Glen Burnie Employee Stock Purchase Plan
Dear Board Members:
We have acted as special counsel to Glen Burnie Bancorp, 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 25,000shares of common stock, par value $10.00 per
share (the "Common Stock") of the Company which may be issued
pursuant to The Bank of Glen Burnie Employee Stock
Purchase Plan (the "Plan"), all as more fully described in the
Registration Statement. 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 Plan
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 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By:/s/ James C. Stewart
-------------------------------
James C. Stewart, Esquire
[LETTERHEAD OF TRICE & GEARY LLC]
February 25, 1998
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
Re: Registration Statement on Form S-8
----------------------------------------------------
The Bank of Glen Burnie Employee Stock Purchase Plan
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
February 12, 1997, on our audits of the consolidated financial
statements and financial statement schedules of Glen Burnie
Bancorp and subsidiaries as of December 31, 1996 and the related
consolidated statements of income, changes in stockholders'
equity, and cash flows, for the year then ended, which reports
were included in the Glen Burnie Bancorp Annual Report on Form
10-K for the fiscal year ended December 31, 1996. We also
consent to the reference to our firm in the Prospectus under the
caption "Experts."
/s/ Trice & Geary LLC
------------------------------
Trice & Geary LLC
[LETTERHEAD OF ROWLES & COMPANY, LLP]
Board of Directors
Glen Burnie Bancorp
101 Crain Highway S.E.
Glen Burnie, Maryland 21061-3578
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
March 8, 1996, on our audits of the consolidated financial
statements and financial statement schedules of Glen
Burnie Bancorp and subsidiaries as of December 31, 1995 and
1994, and for the years then ended, which reports were included
in the Glen Burnie Bancorp Annual Report on Form 10-K for the
fiscal year ended December 31, 1996. We also consent to the
reference to our firm in the Prospectus under the caption
"Experts."
/s/ Rowles & Company, LLP
Baltimore, Maryland
February 25, 1998
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
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THE BANK OF GLEN BURNIE
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSES
--------
The purpose of this Plan is to encourage eligible
employees of The Bank of Glen Burnie and its subsidiaries
to acquire ownership of Common Stock. This Plan is
intended to constitute an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue
Code.
2. DEFINITIONS
-----------
The following words or terms used herein have the
following meaning:
(a) The "Plan" shall mean this Employee Stock Purchase
Plan.
(b) "Board" shall mean the Board of Directors of The
Bank of Glen Burnie.
(c) "Shares" "Stock" or "Common Stock" shall mean shares
of $10.00 par value common stock of The Bank of Glen
Burnie.
(d) The "Committee" shall mean the committee appointed
by the Board to administer the Plan.
(e) "Employee" shall mean any employee of The Bank of
Glen Burnie whose customary employment is for more
than 20 hours per week.
(f) "Option" shall mean the right of an Employee to
purchase Common Stock under the Plan.
(g) "Date of Grant" shall mean, in respect of any
Option, the date on which the Board grants the
Option under the Plan.
(h) "Date of Exercise" shall mean the date upon which
the Employee completes the payment requirement of
the Option and is entitled to delivery of the Shares
so purchased, which date shall in no event be later
than 27 months after the Date of Grant.
(i) "Option Period" shall mean the period commencing
upon the Date of Grant and ending on the Date of
Exercise.
(j) "Fair Market Value" shall mean a figure equivalent
to the amount equal to the latest trade by Legg
Mason Wood Walker, but in no event less than 100% of
year-end book value unless as provided in Section 8.
(k) "Annual Pay" shall mean the Employee's annual
compensation for the year immediately preceding the
Date of Grant as determined from payroll records.
3. ELIGIBILITY
-----------
Eligible Employee shall mean any Employee as that term is
defined in Section 2(e) above who has completed one year
or more of employment with The Bank of Glen Burnie on the
initial Date of Grant of any Options under the Plan. Each
employee who completes one year of employment after the
initial Date of Grant shall become an Eligible Employee
with respect to any subsequent Grant of options on the
date on which he completes such one year of employment.
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4. STOCK
-----
The Stock subject to the Options shall be shares of The
Bank of Glen Burnie authorized but unissued ($10.00 par
value per share). The aggregate number of Shares which
may be issued under Options shall not exceed 10,000 shares
of such Common Stock; (except for adjustments under
Section 5). Shares optioned and not accepted, or if
accepted, not purchased, shall continue to be available
for inclusion in any subsequent Options that may be
granted under the Plan.
5. GRANT OF OPTIONS
----------------
The Board shall grant to Eligible Employees Options to
purchase such numbers of Shares and at such time or times
as it shall determine, subject to the limitations of
Section 3 and 4 and subject to the following additional
limitations.
(a) All Eligible Employees shall enjoy equal rights and
privileges under the plan, and the number of shares
granted under Option shall bear a uniform
relationship to compensation.
(b) No Eligible-Employee shall be granted an Option if,
immediately after such Option were granted, such
Eligible Employee would own Stock possessing 5% or
more of the total combined voting power or value of
all classes of stock of The Bank of Glen Burnie. In
determining whether the Stock ownership of an
Eligible Employee exceeds this 5% limit, the rules
of Section 425(d) of the Internal Revenue Code
(relating to attribution of stock ownership) shall
apply, and Stock which the Eligible Employee may
purchase under outstanding Options (whether or not
such Options qualify for the special tax treatment
of Section 421(a) for the Internal Revenue Code)
shall be treated as Stock owned by the Eligible
Employee.
(c) No Eligible Employee may purchase more than $25,000
of stock (based upon the fair market value at the
time the Option was granted) in one year, unless he
purchased less than $25,000 of stock in an earlier
year when the Option was in effect.
With respect to any Option, the Board will specify the
number of Shares to be made available, the Date of Grant,
the terms of the Option, and such terms and conditions not
inconsistent with this Plan as may be necessary or
appropriate, provided that in no event shall the terms of
the Option extend more than 27 months from the Date of
Grant.
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In the event of a recapitalization or reclassification
affecting Common Stock, the number of Shares which may
thereafter be issued under the Plan, the number of Shares
under Option at such time, and the Option price will be
appropriately adjusted as determined by the Board.
6. ADMINISTRATION OF THE PLAN
--------------------------
The Plan shall be administered by the Committee, which
shall consist of not less than three members of the Board
who are not eligible to participate in the Plan, one of
whom shall be designated as Chairman. The Committee is
vested with full authority to make, administer, and
interpret such equitable rules and regulations regarding
the Plan as it may deem advisable, subject to the terms of
the Plan. Its determinations as to the interpretation and
operation of the Plan shall be final and conclusive.
The Committee may act by a majority vote at a regular or
special meeting or by decision reduced to writing and
signed by a majority of the Committee without a meeting.
Members of the Committee shall be named by the Board.
Vacancies shall be filled by the Board.
7. PROCEDURE FOR GRANT AND ACCEPTANCE OF OPTION
--------------------------------------------
An Eligible Employee shall be notified by The Bank of Glen
Burnie of the Grant of any Option or Options to him. In
order to participate in the Plan, the Eligible Employee
must sign an Acceptance of Option on a form provided by
The Bank of Glen Burnie showing the number of Shares that
he elects to purchase, and must deliver it within 30 days
after the date appearing on the form to the Secretary or
other officer designated in the Option. If an eligible
employee elects to accept the option, he must accept an
option to purchase the number of Shares specified in his
Option, or a lesser number of shares but in no event less
than ten (10) shares.
Shares optioned and not accepted, or if accepted, not
purchased, shall continue to be available for inclusion in
any subsequent Options that may be granted under the Plan.
8. PURCHASE PRICE
--------------
The purchase price per Share will be an amount equal to
the lesser of 85% of the Fair Market Value of such Share
on the Date of Grant or 85% of the Fair Market Value of
such Share on the Date of Exercise; provided, however, and
subject to the foregoing, in no event shall
4
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purchase price be less than book value per Share unless
the Board in its discretion so determines.
9. METHOD OF PAYMENT
-----------------
Payment for Shares under Options accepted pursuant to the
Plan shall be made in a lump sum payment within the term
specified by the committee which in no case will be longer
than 27 months. The Date of Exercise for Options accepted
under this Plan shall be the date of the lump sum payment.
Notwithstanding anything to the contrary herein set forth,
an Eligible Employee who has accepted an option may at any
time prior to the expiration of 30 days after his
termination of employment with The Bank of Glen Burnie but
in no event after the expiration of a period of 27 months
from the Date of Grant, prepay the outstanding amount due.
For purposes of this Section, an Eligible Employee shall
not be deemed to have terminated his employment while he
is on military leave, sick leave, furlough, lay-off, or
other bona fide leave of absence (including but not
limited to temporary employment by the Government) if the
period of such leave of absence does not exceed 90 days,
or if longer, so long as his right to reemployment with
The Bank of Glen Burnie is guaranteed by law or by
contract. Where the period of leave exceeds 90 days and
where the Eligible Employee's right to reemployment is not
guaranteed either by law or by contract, such Eligible
Employee will be deemed to have terminated his employment
on the 91st day of such leave.
Notwithstanding anything to the contrary herein set forth,
no Options granted under the Plan may be exercised prior
to such date as may be fixed by the Board of Directors.
10. RIGHTS AS STOCKHOLDER
---------------------
An Eligible Employee will become a stockholder with
respect to Shares for which payment has been completed at
the Date of Exercise. An Eligible Employee will not have
any rights as a stockholder with respect to Shares under
Option as provided in the Plan until he has become a
stockholder as provided in the Plan. A certificate for
the Shares purchased will be issued as soon as practicable
after an Eligible Employee becomes a stockholder.
11. OPTIONS TO PURCHASE SHARES NOT TRANSFERABLE
-------------------------------------------
Options granted to an Eligible Employee under the plan are
exercisable, during such Eligible Employee's lifetime,
only by him; such Options may
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not be sold, transferred (other than by will or the laws of
descent and distribution), pledged, or otherwise disposed of
or encumbered.
12. CANCELLATION OF ACCEPTANCE OF OPTION
------------------------------------
At any time prior to, but in no event following, his Date
of Exercise, an Eligible Employee who has elected to
purchase Shares may cancel his Acceptance of Option as to
any or all of such Shares by written notice of
cancellation delivered to the officer designated to
receive his Acceptance of Option. If an Eligible Employee
cancels his Acceptance of Option as to only a part of the
Shares, he shall make the required payment as provided in
Section 9 above with respect to the number of Shares for
which his Acceptance of Option is not cancelled.
13. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE
-------------------------------------------
Subject to other provisions of the Plan permitting
postponement, The Bank of Glen Burnie may treat the
failure by an Eligible Employee to make any payment as a
cancellation of his Acceptance of Option. In that event,
the Eligible Employee will be notified of such
cancellation by mailing notice to him at his last known
business or home address.
14. RETIREMENT
----------
If the employment of an Eligible Employee is terminated by
retirement prior to the end of the Option Period, and such
Eligible Employee may elect to pay for his Shares within
twelve (12) months of his termination of employment by
retirement, but in no event later than 27 months after the
Date of Grant. The Date of Exercise with respect to his
Option shall be the date of such lump sum payment.
15. DEATH
-----
If the employment of an Eligible Employee is terminated by
death prior to the end of the Option Period, the executors
or administrators of such deceased Eligible Employee or
any person or persons who shall have acquired the Option
directly from such deceased Eligible Employee by bequest
or inheritance may elect, at any time within six (6)
months after such Eligible Employee's death, but in no
event after the expiration of a period of 27 months after
the Date of Grant (1) to pay the amount due, or (2) to
cancel the Eligible Employee's Acceptance of Option in
accordance with the provisions of Section 12. In the
event an election is made to pay the amount due, the Date
of Exercise, with respect to the deceased Eligible
Employee's Option, shall be the date on which such payment
is made.
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16. APPLICATION OF FUNDS
--------------------
All funds received by The Bank of Glen Burnie in payment
for Shares
purchased under the Plan may be used for any valid
corporate purpose.
17. NOTICE OF DISPOSITION BY ELIGIBLE EMPLOYEE
------------------------------------------
Any Eligible Employee who shall dispose of any Shares
received under the Plan within the later of two years from
Date of Grant or one year from Date of Exercise shall
notify the Cashier of The Bank of Glen Burnie as to the
date of disposition, the sale price (if any), and number
of Shares involved.
18. COMMENCEMENT OF PLAN
--------------------
The Plan shall not take effect until approved by the
holders of the majority of the Shares of the Common Stock
of The Bank of Glen Burnie present, in person or by proxy,
and entitled to vote at a duly held stockholders' meeting,
which approval must occur within the period beginning
twelve months before and ending twelve months after the
date the Plan is adopted by the Board.
19. GOVERNMENTAL APPROVALS OR CONSENTS
----------------------------------
The Plan and any Options granted thereunder are subject to
any governmental approvals or consent that may be or
become applicable in connection therewith. The Board may
make such changes in the Plan and include such terms in
any Option granted under the Plan as may be necessary or
desirable, in the opinion of counsel of The Bank of Glen
Burnie to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits
under the Internal Revenue Code or the laws of any state.
20. AUTHORITY TO AMEND, SUSPEND, OR TERMINATE PLAN
----------------------------------------------
The Board may, insofar as permitted by law, from time to
time, with respect to any Shares at any time not subject
to Options, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever except that, without
the approval of the holders of the majority of the out-
standing Shares of Common stock of The Bank of Glen Burnie
no such revision or amendment shall change the number of
Shares subject to the Plan or permit granting of Options
under the Plan to persons other than the employees of The
Bank of Glen Burnie. Furthermore, the Plan may not,
without the approval of the holders of the majority of the
outstanding Shares of the Common Stock of The Bank of Glen
Burnie be amended in any manner that will cause Options
issued under it to fail to meet the requirements of an
Employee Stock Purchase Plan as defined in Section 423 of
the Internal Revenue Code.
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21. EMPLOYMENT RIGHTS NOT CONFERRED BY PLAN
---------------------------------------
Neither the establishment nor any continuance of the Plan,
nor the granting of Options thereunder, shall be construed
as conferring any legal rights upon any Eligible Employee
or other employee for a continuation of employment, nor
shall such establishment, continuance or granting of Op-
tions interfere with the rights of The Bank of Glen Burnie
to discharge any Eligible Employee or other employee.
8
ACCEPTANCE OF OPTION
Employee Name:
Number of shares available:
I hereby elect to exercise my option to purchase ______ shares
of Glen Burnie Bancorp stock at a purchase price of $_____ per
share for a total purchase price of $_____, such amount being
due and payable to Glen Burnie Bancorp on or before
________________.
In accordance with the terms of the Employee Stock Purchase
Plan, no disposition of such shares may be made within two years
after the date of the granting of this option nor within one
year after exercising the option and taking ownership of such
shares.
______________________ ____________
Signature of Employee Date
