WASHINGTON, DC 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): February 26, 2018

 

Howard Bancorp, Inc.

(Exact name of registrant as specified in charter)

 

 

Registrant's telephone number, including area code (410) 750-0020

 

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. 

On March 1, 2018, Howard Bancorp, Inc. (“Howard”) completed its previously announced merger (the “Merger”) with First Mariner Bank, a Maryland chartered trust company (“First Mariner”) pursuant to the Agreement and Plan of Reorganization dated as of August 14, 2017, as amended by Amendment No. 1 on November 8, 2017, by and among Howard, Howard Bank, a Maryland chartered trust company and wholly owned subsidiary of Howard, and First Mariner (as amended, the “Agreement”). At the effective time of the Merger, First Mariner merged with and into Howard Bank, with Howard Bank continuing as the surviving bank of the Merger and a wholly owned subsidiary of Howard. The Merger was described in the joint proxy and information statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 22, 2017 (the “Joint Proxy and Information Statement/Prospectus”).

At the effective time of the Merger, pursuant to the terms of the Agreement, each outstanding share of First Mariner common stock and First Mariner Series A Non-Voting Non-Cumulative Perpetual Preferred Stock issued and outstanding was cancelled and converted into the right to receive 1.6624 shares of Howard common stock. To effect the Merger, Howard issued 9,143,230 shares of Howard common stock to First Mariner shareholders.

The Agreement was contained in the Joint Proxy and Information Statement/Prospectus and is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Resignation of Howard Directors. On February 26, 2018, the Howard board of directors received letters of resignation from Nasser Basir, Robert J. Hartson, Gary R. Bozel, Karen D. McGraw and Richard J. Morgan effective as of the effective time of the Merger. The foregoing resignations were accepted in order to accommodate the new directors appointed to the Howard board of directors described below and in accordance with the terms of the Agreement. These resignations are not as a result of any disagreement between such director and Howard, its management or board of directors.

Appointment of New Howard Directors. At the effective time of the Merger, pursuant to the terms of the Agreement, the Howard board of directors appointed certain members of the First Mariner management and board of directors to the Howard board of directors. The names, class and committee designations are set forth below.

W. Gary Dorsch – Class II, Audit Committee and Asset/Liability Committee

James T. Dresher, Jr. – Class III, Executive Committee, Compensation Committee

Howard Feinglass – Class I, Strategic Growth Initiatives Committee, Compensation Committee.

Michael B. High – Class II, Audit Committee, Governance Committee, Strategic Growth Initiatives Committee

Robert D. Kunisch, Jr. – Class I, Executive Committee and Asset/Liability Committee

Jack E. Steil - Class III, Strategic Growth Initiatives Committee.

The foregoing summary of Mr. Steil’s letter agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

None of the foregoing board members has been directly or indirectly involved in any transaction, proposed transaction, or series of similar transactions with Howard that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of Mr. Kunisch’s employment agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

A brief biographical description for Mr. Kunisch is set forth below.

Mr. Kunisch, 49, has served as President of First Mariner since June 17, 2014 and was elected to the position of Chief Executive Officer by First Mariner’s stockholders in June of 2017.  Mr. Robert Kunisch has spent his entire banking career in Maryland, beginning in 1990 at Mercantile-Safe Deposit and Trust Company and, later, its acquirer, PNC Bank. After holding several management positions with PNC Bank, Mr. Kunisch joined Wilmington Trust FSB in 2008. When M&T Bancorp acquired Wilmington Trust FSB in 2011, he served as a consultant to the First Mariner board in 2012. He and Jack Steil led the group of local Baltimore investors who acquired First Mariner in 2014. Mr. Kunisch is currently the Chairman of Saint Ignatius Loyola Academy and a board member of various entities related to Catholic Charities. His past community involvement includes the United Way and the Independent College Fund recapitalization. The Howard board of directors believes that Mr. Kunisch’s qualifications for serving on the Howard board of directors include his over 25 years of financial and banking experience as well as his understanding of First Mariner as a result of being an executive and a member of its board of directors since 2014.

Mr. Kunisch has not been directly or indirectly involved in any transaction, proposed transaction, or series of similar transactions with Howard required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Howard Bancorp Management Bonuses. On February 26, 2018, the Compensation Committee of Howard Bank board of directors recommended and the Howard Bank board of directors approved certain bonuses to Howard management in consideration for their efforts to achieve a successful consummation of the Merger in the amounts and to the individuals set forth below.

 

Howard Bank Executive Incentive Plan. On February 26, 2018, the Howard Bank board of directors adopted the Howard Bank Executive Incentive Plan (the “Incentive Plan”) in order to formalize Howard Bank’s past practice of granting annual cash bonuses to certain executives. The Incentive Plan is designed to reward executives for achieving annual business results in a manner that is consistent with Howard’s strategic plan, values and ongoing stability. The Compensation Committee of Howard Bank’s board of directors will act as the administrator of the Incentive Plan. Each year Howard Bank’s Compensation Committee will select eligible executives to participate in the Incentive Plan, determine the performance metrics tied to awarding the cash bonuses and determine the size of the cash awards to be granted to the participants. The foregoing summary of Incentive Plan is not complete and is qualified in its entirety by reference to the complete text of the Incentive Plan, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

On March 1, 2018, Howard issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

(a) Financial statements of the businesses acquired.

(b) Pro forma financial information.

(d) Exhibits.

 

 

 

 

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.