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): June 28, 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
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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:
☑
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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.☐
Section
8-Other Events
Item
8.01 Other Events.
As
previously announced, on February 1, 2017, Old Line Bancshares,
Inc., a Maryland corporation (“Old Line”), entered into
an Agreement and Plan of Merger (the “Merger
Agreement”) with DCB Bancshares, Inc., a Maryland corporation
(“DCBB”) and the parent company of Damascus Community
Bank, pursuant to which DCBB will be merged with and into Old Line
(the “Merger”). As previously disclosed, consummation
of the Merger is subject to certain closing conditions, including
the receipt of required regulatory and stockholder approvals. We
previously reported that the required regulatory approvals have
been received. We have now been informed by DCBB that at its annual
meeting of stockholders held on June 28, 2017, its stockholders
approved the Merger Agreement and the Merger. Accordingly, all
required regulatory and stockholder approvals with respect to the
Merger have now been received.
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: June 29,
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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