UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-22345
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 52-1974638 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
| 18 East Dover Street, Easton, Maryland | 21601 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(410) 763-7800
Registrant’s Telephone Number, Including Area Code
| N/A | ||
| Former name, former address and former fiscal year, if changed since last report. | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | þ | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
| (Do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,457,359 shares of common stock outstanding as of July 29, 2011.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to the Quarterly Report of Shore Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2011, initially filed with the Securities and Exchange Commission on August 9, 2011 (the “Original Filing”), is being filed as an exhibit-only filing to include employment agreements with two of the Company’s named executive officers that became effective during the quarter ended June 30, 2011 and that were inadvertently omitted from the Original Filing. These employment agreements are filed herewith as Exhibits 10.1 and 10.2. Other than Item 6 of Part II as described above, no item of the Original Filing has been updated, and such items remain in effect as of the filing date of the Original Filing. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Filing. Pursuant to Exchange Act Rule 12b-15, new certifications by the Company’s principal executive officer and principal accounting officer are filed or furnished with this Amendment No. 1 as Exhibits 31.1, 31.2 and 32.
PART II – OTHER INFORMATION
The exhibits filed or furnished with this quarterly report are shown on the Exhibit List that follows the signatures to this report, which list is incorporated herein by reference.
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 thereunto duly authorized.
| SHORE BANCSHARES, INC. | ||
| Date: November 14, 2011 | By: | /s/ W. Moorhead Vermilye |
| W. Moorhead Vermilye | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
10.1 | Amended and Restated Employment Agreement, dated June 16, 2011, between Shore Bancshares, Inc. and W. Moorhead Vermilye (filed herewith). | |
10.2 | Employment Agreement, dated June 16, 2011, between Shore Bancshares, Inc. and Lloyd L. Beatty, Jr. (filed herewith). | |
| 31.1 | Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith). | |
| 31.2 | Certifications of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith). | |
| 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith). | |
| 101.INS | XBRL Instance Document.* | |
| 101.SCH | XBRL Taxonomy Extension Schema.* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase.* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase.* | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase.* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase.* |
*Filed with the Original Filing.
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