As filed with the Securities and Exchange Commission on July 8, 1998
Registration No. 333-xxxxxx
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION NATIONAL BANCORP, INC.
(Name of Small Business Issuer in its Charter)
<TABLE>
<CAPTION>
Maryland 6712 52-1862338
<S> <C> <C> <C> <C> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
Union National Bancorp, Inc. 1997 Stock Option Plan
(Full title of the plan)
117 East Main Street
Westminster, Maryland 21157
(410) 848-7200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Virginia W. Smith
President and Chief Executive Officer
Union National Bancorp, Inc.
117 East Main Street, Westminster, Maryland 21157; (410) 848-7200
(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 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4067
<TABLE>
<CAPTION>
===============================================================================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed Maximum Amount of
Title of Shares to be Amount to be Maximum Offering Aggregate Offering Registration
Registered Registered Price Per Share(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 60,000 shares $29.03 $1,741,800 $514
===============================================================================================================================
<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 1, 1998.
</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.
<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 Union National Bancorp, 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, 1997 (which includes certain information contained in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders on April 21,
1998 and incorporated therein by reference);
(ii) Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(iii) Current Report on Form 8-K filed on February 4, 1998;
and
(iv) Description of the Company's Common Stock which appears
at page 58 of the Company's Registration Statement on Form S-1, File No.
333-36767 or any description of the Common Stock 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 $.01 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 and all documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to Union
National Bancorp, Inc., Secretary, 117 East Main Street, Westminster, MD 21157.
Telephone requests may be directed to the Company at (410) 848-7200.
Item 4. Description of Shares.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Maryland law, a corporation is permitted to limit, by provision
in its Articles of Incorporation, the liability of directors and officers so
that no director or officer shall be liable to the corporation or to any
shareholder for money damages except (i) for and to the extent of actual receipt
of an improper personal benefit in money, property or services, or (ii) for
active and deliberate dishonesty established by a final judgment as being
material to the cause of action. Union National's Articles of Incorporation
incorporated these provisions.
II-1
<PAGE>
Union National's Articles of Incorporation and Bylaws require Union
National to indemnify its directors and officers to the maximum extent permitted
under Maryland law. As a result, Union National is required to indemnify any
present or former director or officer against any claim or liability, including
all judgments, penalties, fines, settlements and expenses, unless it is
established that (i) his act or omission was committed in bad faith or was the
result of active and deliberate dishonesty, (ii) he actually received an
improper personal benefit in money, property or services or (iii) in the case of
a criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, Union National is required to pay or
reimburse, in advance of final disposition of a proceeding, reasonable expenses
incurred by such a person provided that Union National shall have received (i) 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 Union National,
and (ii) a written undertaking by or on his behalf to repay the amount paid or
reimbursed by Union National if it shall ultimately be determined that the
standard of conduct was not met. Union National's Articles of Incorporation and
Bylaws also require Union National to provide indemnification, payment or
reimbursement of expenses to a present or former director or officer who served
a predecessor of Union National in such capacity, and to any employee or agent
of Union National or a predecessor of Union National.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted of directors and officers of Union National
pursuant to the foregoing provisions or otherwise, Union National has been
advised that, although the validity and scope of the governing statute has not
been tested in court, in the opinion of the SEC, such indemnification is against
public policy as expressed in such Act and is, therefore, unenforceable. In
addition, indemnification may be limited by state securities laws.
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
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (included in their opinion in Exhibit 5)
23.2 Consent of Keller Bruner & Company, L.L.C., independent
certified public accountants
23.3 Consent of Stegman & Company, independent certified public
accountants
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 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.
(2) 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.
(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.
II-2
<PAGE>
(b) 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.
(c) 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.
II-3
<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
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 Westminster, State of Maryland, on the 23rd day of
June, 1998.
UNION NATIONAL BANCORP, INC.
By: /s/ Virginia W. Smith
-------------------------
Virginia W. Smith, 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/ K. Wayne Lockard Chairman of the Board of June 23, 1998
- --------------------------- Directors
K. Wayne Lockard
/s/ Donald C. Essich Vice Chairman of the Board June 23, 1998
- --------------------------- of Directors
Donald C. Essich
/s/ Virginia W. Smith President, Chief Executive June 23, 1998
- --------------------------- Officer and Director
Virginia W. Smith
/s/ Gabrielle M. Peregoy Treasurer June 30, 1998
- ---------------------------
Gabrielle M. Peregoy
/s/ Denise L. Baker Corporate Secretary June 23, 1998
- ---------------------------
Denise L. Baker
/s/ Joseph H. Beaver, Jr. Director June 23, 1998
- ---------------------------
Joseph H. Beaver, Jr.
/s/ Wesley D. Blakeslee Director June 23, 1998
- ---------------------------
Wesley D. Blakeslee
/s/ David L. Brauning Director June 23, 1998
- ----------------------------
David L. Brauning
/s/ Robert L. Bullock Director June 23, 1998
- ----------------------------
Robert L. Bullock
/s/ Dean H. Griffin Director June 23, 1998
- ---------------------------
Dean H. Griffin
/s/ Bernard L. Jones, Sr. Director June 23, 1998
- ---------------------------
Bernard L. Jones, Sr.
II-4
<PAGE>
/s/ William R. Klinger Director June 23, 1998
- ---------------------------
William R. Klinger
/s/ Ellen Willis Miller Director June 23, 1998
- ---------------------------
Ellen Willis Miller
/s/ Robert T. Scott Director June 23, 1998
- ---------------------------
Robert T. Scott
/s/ Ethan A. Seidel Director June 23, 1998
- ---------------------------
Ethan A. Seidel
/s/ Larry A. Van Sant, Sr. Director June 23, 1998
- ---------------------------
Larry A. Van Sant, Sr.
/s/ Kenneth B. Wright Director June 23, 1998
- ---------------------------
Kenneth B. Wright
II-5
<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
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
(included in their opinion in Exhibit 5)
23.2 Consent of Keller Bruner & Company, L.L.C., independent certified
public accountants
23.3 Consent of Stegman & Company, independent certified public accountants
<PAGE>
Exhibit 5
<PAGE>
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
------------
Telex 908041 BAL
Fax 410-576-4246
July 8, 1998
Union National Bancorp, Inc.
117 East Main Street
Westminster, MD 21157
Re: Union National Bancorp, Inc.
Registration Statement on Form S-8 for the
Union National Bancorp 1997 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Union National Bancorp, Inc., a Maryland
corporation (the "Company"), in connection with the issuance by the Company of
up to 60,000 shares of common stock, par value $.01 per share (the "Shares"),
under the 1997 Union National Bancorp, Inc. 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"), certified by the State Department of
Assessments and Taxation of Maryland, (ii) the Bylaws 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 Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, 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. 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.
<PAGE>
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
/s/ Gordon, Feinblatt, Rothman, Hoffberger
& Hollander, LLC
<PAGE>
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Union National Bancorp, Inc. (the
"Company") of our report dated January 14, 1998, except for Note 20, as to which
the date is January 27, 1998, on the 1997 consolidated financial statements of
the Company, which appears on page 27 of the 1997 Annual Report to Stockholders
of the Company that is included in the Company's annual report on form 10-K for
the year ended December 31, 1997.
KELLER BRUNER & COMPANY, L.L.C.
/s/ Keller Bruner & Company, L.L.C.
Frederick, Maryland
July 6, 1998
<PAGE>
Exhibit 23.3
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Union National Bancorp, Inc.
We hereby consent to the incorporation by reference in this Form S-8 of
Union National Bancorp, Inc. (the "Company") of our report dated January 8,
1997, except for Note 2, as to which the date is January 16, 1998, which appears
on page 27 of the 1997 Annual Report to Stockholders of the Company.
STEGMAN & COMPANY
/s/ Stegman & Company
Baltimore, Maryland
June 22, 1998
C73889d.636 Y
1:7/7/98
