Attached files
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| EX-99.1 - EXHIBIT 99.1 - OLD LINE BANCSHARES INC | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 10, 2013
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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000-50345
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20-0154352
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1525 Pointer Ridge Place
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| Bowie, Maryland 20716 | ||
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Registrant’s Telephone Number, Including Area Code: 301-430-2500
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Section 2-Financial Information
Item 2.01 Completion of Acquisition of Disposition of Assets.
On May 10, 2013, Old Line Bancshares, Inc. (“Bancshares”), the parent company of Old Line Bank, completed its acquisition of WSB Holdings, Inc. (“WSB Holdings”), the parent company of The Washington Savings Bank, F.S.B., (“The Washington Savings Bank”), through the merger of WSB Holdings with and into Bancshares (the “Merger”). The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of September 10, 2012, by and between Bancshares and WSB Holdings, as amended (the “Merger Agreement”).
As a result of the Merger, each share of common stock of WSB Holdings was converted into the right to receive, at the holder’s election, approximately $6.07 in cash or .5570 shares of Bancshares’ common stock, provided (i) cash will be paid in lieu of any fractional shares of Bancshares common stock and (ii) 2,792,974 shares of common stock of WSB Holdings will be exchanged for cash in the Merger, with the remaining shares of WSB Holdings common stock being exchanged for 2,909,563 shares of Bancshares common stock. The aggregate Merger consideration was approximately $48.5 million as calculated pursuant to the Merger Agreement, with a value of approximately $54.7 million based on recent market prices of Bancshares’ common stock.
In connection with the Merger, the parties have caused The Washington Savings Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.
A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.
Section 5-Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, on May 10, 2013, the Board of Directors of Bancshares and Old Line Bank appointed William J. Harnett, former Chairman of the Board of WSB Holdings, and Michael J. Sullivan, a former Director of WSB Holdings, to their boards of directors. Bancshares’ Board of Directors has not yet determined on which committees of the Board of Directors these individuals will serve. Messrs. Harnett and Sullivan will receive the same compensation as currently paid to our other Board members: (i) $700 for each attended meeting of the Board of Directors; (ii) $400 for each attended meeting of the Asset & Liability Committee, Audit Committee, Governance Committee, Compensation Committee and Strategic Operations Committee and $300 for each attended meeting of the Loan Committee (or $200 per attendance at any of these meetings via teleconference in lieu of in person), with the Chairman of the Audit Committee, Compensation Committee and the Governance Committee receiving an additional $400 for each attended meeting of these committees; and (iii) a $3,000 quarterly retainer.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OLD LINE BANCSHARES, INC.
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Date: May 13, 2013
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By: /s/ Mark A. Semanie
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Mark A. Semanie, Chief Operating Officer
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