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Registration No. 333-
As filed with the Securities and Exchange Commission on August 7, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First Mariner Bancorp
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1834860
(State of Incorporation) (IRS Employer Identification No.)
1801 South Clinton Street
Baltimore, MD 21224
(Address of Principal Executive Offices)
First Mariner Bancorp
1996 Stock Option Plan
(Full Title of the Plan)
Copies to:
Joseph A. Cicero, President Melissa Allison Warren, Esquire
First Mariner Bancorp Ober, Kaler, Grimes & Shriver
1801 South Clinton Street 120 E. Baltimore Street
Baltimore, MD 21224 Baltimore, Maryland 21202
(410) 342-2600 (410) 347-7684
(Name, Address and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share (2) Offering Price (2) Fee
- ----------------------- ---------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, 196,570 shares $10.00 (3) $ 1,965,700 (3) $579.88
$.05 par value
Common Stock 12,430 shares $14.25 (4) $ 177,127.50 (4) $ 52.25
$.05 par value
Total 209,000 shares (3) (4) $ 2,142,827.50 $632.13
- ----------------------- ---------------------- ----------------------- ----------------------- -----------------------
</TABLE>
(1) Together with such indeterminate number of additional shares as may be
issuable to avoid dilution as the result of a stock split, stock dividend
or similar adjustment of the Common Stock pursuant to 17 C.F.R. Section
230.416(a).
(2) Estimated pursuant to Rule 457(h)(l) solely for the basis of calculating
the registration fee.
(3) Pursuant to Rule 457(h)(i), computed upon the basis of the price at which
options may be exercised.
(4) Pursuant to Rule 457(c), based upon the average of the high and low prices
of the Common Stock as reported in the Nasdaq National Market on August 5,
1998.
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended.
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, which includes the consolidated statements of financial
condition of the Company and Subsidiary as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity and cash
flow for each of the years in the two-year period ended December 31, 1997,
together with the related notes and report of independent certified public
accountants dated February 27, 1998 and filed with the Commission on March 31,
1998.
(b) The Registrant's Form 10-Q Report for the fiscal quarter ended
March 31, 1998 , filed with the Commission on May 14, 1998.
(c) The description of the Registrant's Common Stock, $.05 par value
per share (the "Common Stock"), under the caption "Description of Registrant's
Securities to be Registered" in the Registrant's Registration Statement on Form
8-A (Registration No. 0-21815) filed with the Commission on December 3, 1996.
All documents filed by the Registrant pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date hereof and 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 herein
by reference from the date of filing of such documents. Any statement contained
in this Registration Statement, or 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 in any other subsequently filed document which also is incorporated or
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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Neither the named experts or counsel referenced below have an interest
in the Registrant.
Item 6. Indemnification of Directors and Officers
Section 2-418 of the Maryland General Corporation Law establishes
provisions whereby a corporation may indemnify any director or officer made
party to a civil, criminal, administrative or
2
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investigative actions, suit or proceeding by reason of service in the capacity
of a director or officer, against judgments, penalties, fines, settlements and
reasonable expenses incurred in connection with such proceeding, unless it is
proved that (a) the act or omission for which the director or officer seeks
indemnification was material to the matter giving rise to the action, suit or
proceeding and either was committed in bad faith or 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 a criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. If the proceeding is a derivative suit in favor of the
corporation, indemnification may not be made in any proceeding in which the
director or officer is adjudged to be liable to the corporation. The statute
also provides for indemnification of directors and officers by court order.
In connection with services rendered in administering the Plan, members
of the Board of Directors of the Registrant, including members of a committee to
whom responsibility may be delegated under the Plan, will be entitled to
indemnification to the extent permitted in the Registrant's Charter. The
Registrant's Charter provides for indemnification of any person who is serving
or has served as a director or officer of the Registrant, against all
liabilities and expenses incurred in connection with any action, suit or
proceeding arising out of such service to the full extent permitted under
Maryland law.
The Registrant maintains officers' and directors' liability insurance
in the amount of $10,000,000.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
5 Opinion of Ober, Kaler, Grimes & Shriver as to the legality of
the Common Stock.
10 First Mariner Bancorp 1996 Stock Option Plan. (Incorporated
by reference to Exhibit 10.1 to the Registrant's registration
statement on Form SB-2, file no. 333-16011, filed November 13,
1996, as amended)
23.1 Consent of Ober, Kaler, Grimes & Shriver (contained in the
opinion included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective
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amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act; (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 this
Registration Statement or any material change to such information in this
Registration Statement unless the information required by (i) and (ii) is
contained in periodic reports filed by the Registrant pursuant to Section 13 of
the Exchange Act that are incorporated by reference into this Registration
Statement;
2. That, for the purpose of determining any liability under the
Securities Act, 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 Plans;
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
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; and
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification
is against public policy as expressed in the Securities 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, First
Mariner Bancorp 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, this 5th day
of August, 1998.
FIRST MARINER BANCORP
By: /s/ Edwin F. Hale, Sr.
----------------------------------
Edwin F. Hale, Sr.
Chairman of the Board and
Chief Executive Officer
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 date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Edwin F. Hale, Sr. Chairman and Chief Executive August 5, 1998
- ------------------------------ Officer (Principal Executive Officer)
Edwin F. Hale, Sr.
/s/ Joseph A. Cicero Director and President August 5, 1998
- ------------------------------
Joseph A. Cicero
/s/ George H. Mantakos Director August 5, 1998
- ------------------------------
George H. Mantakos
/s/ Kevin M. Healey Controller (Principal Financial and August 5, 1998
- ------------------------------ Accounting Officer)
Kevin M. Healey
/s/ Barry B. Bondroff Director August 5, 1998
- ------------------------------
Barry B. Bondroff
/s/ Rose M. Cernak Director August 5, 1998
- ------------------------------
Rose M. Cernak
/s/ Christopher P. D'Anna Director August 5, 1998
- ------------------------------
Christopher P. D'Anna
/s/ Bruce H. Hoffman Director August 5, 1998
- ------------------------------
Bruce H. Hoffman
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ Melvin S. Kabik Director August 5, 1998
- ------------------------------
Melvin S. Kabik
/s/ R. Andrew Larkin Director August 5, 1998
- ------------------------------
R. Andrew Larkin
/s/ Jay J.J. Matricciani Director August 5, 1998
- ------------------------------
Jay J.J. Matricciani
/s/ Dennis C. McCoy Director August 5, 1998
- ------------------------------
Dennis C. McCoy
/s/ Walter L. McManus, Jr. Director August 5, 1998
- ------------------------------
Walter L. McManus, Jr.
- ------------------------------ Director _________, 1998
James P. O'Conor
/s/ John J. Oliver, Jr. Director August 5, 1998
- ------------------------------
John J. Oliver, Jr.
/s/ Hanan Y. Sibel Director August 5, 1998
- ------------------------------
Hanan Y. Sibel
- ------------------------------ Director _________, 1998
Leonard Stoler
</TABLE>
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EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------
5 Opinion of Ober, Kaler, Grimes & Shriver
10 First Mariner Bancorp 1996 Stock Option Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant's Registration
Statement on Form SB-2, File No. 333-16011, filed
November 13, 1996, as amended)
23.1 Consent of Ober, Kaler, Grimes & Shriver (contained in the
opinion included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 5
August 5, 1998
First Mariner Bancorp
1801 South Clinton Street
Baltimore, MD 21202
Re: First Mariner Bancorp 1998 Stock Option Plan - Registration
Statement on Form S-8 for 302,500 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel for First Mariner Bancorp (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, on Form S-8 of 302,500 shares of the Company's Common Stock, $.05
par value (the "Shares"), to be issued under the First Mariner Bancorp 1998
Stock Option Plan (the "Option Plan"). As such counsel, we have made such legal
and factual examinations and inquiries as we deemed advisable for the purpose of
rendering this opinion.
Based on the foregoing, it is our opinion that the Shares reserved for
issuance under the Option Plan have been duly and validly authorized and upon
the issuance and delivery of the Shares in the manner and for the consideration
described under such Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to First
Mariner Bancorp's Registration Statement on Form S-8. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Ober, Kaler, Grimes & Shriver
OBER, KALER, GRIMES & SHRIVER
<PAGE>
EXHIBIT 23.2
The Board of Directors
First Mariner Bancorp
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Baltimore, MD
August 5, 1998
