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EX-99.3 - PRESENTATION - OLD LINE BANCSHARES INC | exhibit_993.htm |
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K/A
(Amendment No.
1)
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of
The Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): February 1, 2017
Old Line Bancshares, Inc.
(Exact name of
registrant as specified in its charter)
Maryland
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000-50345
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20-0154352
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(State or other
jurisdiction)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
Bowie,
Maryland
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20716
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 301-430-2500
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:
☒
Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CRF
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e- 4(c))
EXPLANATORY NOTE
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) amends
Item 9.01 of the Current Report on Form 8-K filed by Old Line
Bancshares, Inc. (the “Registrant”) on February 1, 2017
(the “Original Report”) in which the Registrant
reported its entry into an Agreement and Plan of Merger (the
“Merger Agreement”) with DCB Bancshares, Inc., a
Maryland corporation (“DCB”). This Amendment is being filed to
re-file the investor presentation filed with the Original Report as
certain information is obscured or does not appear correctly in the
version filed with the Original Report. This Amendment does not
amend any other item of the Original Report or purport to
provide an update or a discussion of any developments of the
Registrant subsequent to the filing date of the Original Report.
All information contained
in the Original Report is subject to updating and supplementing as
provided in the Registrant’s reports filed with the
Securities and Exchange Commission subsequent to the date on which
the Original Report was filed.
Item 1.01
Entry
into a Material Definitive Agreement.
Incorporated by reference from Original Report.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits:
2.1
Agreement and Plan
of Merger, dated as of February 1, 2017, by and between Old Line
Bancshares, Inc. and DCB Bancshares, Inc. (the schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Old Line undertakes to furnish supplemental copies
of any of the omitted schedules or exhibits upon request by the
Securities and Exchange Commission.) (previously
filed)
99.1
Press release,
dated February 1, 2017, of Old Line Bancshares, Inc. and DCB
Bancshares, Inc. announcing execution of the Merger Agreement
(previously filed)
99.2
Form of Support
Agreement (previously filed)
Investor
presentation – overview of the Merger Agreement and the
Merger Transaction (filed herewith)
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: February 1,
2017
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By:
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/s/
Elise
M. Hubbard
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Elise M.
Hubbard
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Senior Vice
President and Chief Financial
Officer
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