UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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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 15, 2021
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SMITH-MIDLAND
CORPORATION
(Exact Name of Registrant as
Specified in Charter)
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Delaware
(State or Other
Jurisdiction of Incorporation)
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1-13752
(Commission File
Number)
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54-1727060
(I.R.S. Employer
Identification Number)
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P.O. Box 300, 5119
Catlett Road
Midland, Virginia
22728
(Address of principal
executive offices)
(540)
439-3266
(Registrant’s
telephone number, including area code)
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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 (see General Instruction A.2.
below):
☐ 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))
Securities Registered Pursuant to Section 12(b) of the
Act:
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Title of each
class
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Trading
Symbol
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Name of each
exchange on which registered
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Common Stock, $0.01
par value per share
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SMID
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NASDAQ
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Indicate by check mark
whether the registrant is an emerging growth company 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. ☐
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Item 8.01
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Other
Events:
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Effective June 15, 2021, Rodney I. Smith (82 years old), Chairman
of the Board of Smith-Midland Corporation (the "Company"), adopted
a stock trading plan (the "10b5-1 Plan"). The 10b5-1 Plan was
adopted pursuant to the guidelines specified by Rule 10b5-1 under
the Securities Exchange Act of 1934, as amended, and the Company's
insider trading policies.
Rule 10b5-1 allows corporate officers and other company employees
to adopt written trading plans when they are not in possession of
material, non-public information. Mr. Smith is establishing this
Rule 10b5-1 Plan to dispose of a portion of his holdings of the
common stock of Smith-Midland Corporation in connection with Mr.
Smith's overall estate planning process and portfolio
diversification. Mr. Smith will begin selling his stock pursuant to
this sales plan as soon as is practical, which is expected mid July
2021.
At the same time, Mr. Smith will also be contributing a significant
portion of his Smith-Midland Corporation common stock to a private
foundation which is expected, in turn, to donate the stock, or its
liquidated value, to various charities. Mr. Smith currently owns
686,469 shares of Smith-Midland common stock, of which, 1,171
shares are restricted stock which are time-based,
non-vested. Mr. Smith intends
to keep the majority of the stock he currently owns. Following the
execution of sales pursuant to the above 10b5-1 Plan and the
donation, Mr. Smith is expected to own more than 7 percent of the
Smith-Midland Corporation common stock.
Transactions completed under Mr. Smith's 10b5-1 Plan or by
transfers to the foundation, will be reported as shares are either
sold or transferred to the foundation on Form 4's which will be
filed with the Securities and Exchange Commissions, as
required.
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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Date: July 14,
2021
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SMITH-MIDLAND
CORPORATION
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By: /s/ Adam J.
Krick
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Adam J.
Krick
Chief Financial
Officer
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