Registration No. 333-176535
As filed with the Securities and Exchange Commission on May 22, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WSB Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1219088 |
| (State of Incorporation) | (I.R.S Employer Identification No.) |
| | |
c/o Old Line Bancshares, Inc.
1525 Pointer Ridge Place
Bowie, Maryland 20716
(Address of Principal Executive Offices and Zip Code)
WSB Holdings, Inc. 2011 Equity Incentive Plan
(Full title of the plan)
| | Copies to: |
| James W. Cornelsen | Frank C. Bonaventure, Jr., Esquire |
| President and Chief Executive Officer | Ober, Kaler, Grimes & Shriver |
| Old Line Bancshares, Inc. | 100 Light Street |
| 1525 Pointer Ridge Place | Baltimore, MD 21202 |
| Bowie, MD 20716 | (410) 347-7305 |
| (301) 430-2500 | |
| (Name, Address and Telephone Number of Agent for Service) | |
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.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
This Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the “Registration Statement”):
Registration Statement No. 333-176535 registering 500,000 shares of WSB Holdings, Inc. common stock, par value $.0001 per share (WSB Holdings Common Stock) in connection with the WSB Holdings, Inc. 2011 Equity Incentive Plan.
Pursuant to the Agreement and Plan of Merger, dated as of September 10, 2012, as amended, by and between Old Line Bancshares, Inc. and WSB Holdings, Inc., WSB Holdings, Inc. merged with and into Old Line Bancshares, Inc. with WSB Holdings, Inc. ceasing to exist and Old Line Bancshares, Inc. continuing as the surviving corporation. The merger became effective at 7:00 p.m. on May 10, 2013.
Upon the closing of the merger, each outstanding share of WSB Holdings Common Stock was converted into the right to receive either (i) approximately $6.07 in cash or (ii) .5570 of a share of Old Line Bancshares, Inc. common stock. Shares of WSB Holdings Common Stock are no longer listed on the NASDAQ Stock Market LLC.
As a result of the merger, WSB Holdings, Inc. has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertaking made by WSB Holdings, Inc. in the Registration Statement to remove from registration by means of a post-effective amendment any of its securities being registered under the Registration Statement that remain unsold at the termination of the offering, Old Line Bancshares, Inc. (as successor to WSB Holdings, Inc.) hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of WSB Holdings Common Stock originally reserved for issuance under the plan covered by the Registration Statement and registered under the Registration Statement, which remain unsold or unissued as of the date hereof.
Pursuant to the requirements of the Securities Act of 1933, Old Line Bancshares, Inc. (as successor to WSB Holdings, Inc.) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Bowie, State of Maryland, on May 22, 2013.
| | OLD LINE BANCSHARES, INC. |
| | (as successor to WSB Holdings, Inc.) |
| | |
| | |
| By: | /s/ James W. Cornelsen |
| | James W. Cornelsen, |
| | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated:
| Name | Title | Date |
| | | |
| | | |
| /s/James W. Cornelsen | Director, President and | |
| James W. Cornelsen | Chief Executive Officer | May 22, 2013 |
| | (Principal Executive Officer) | |
| | | |
| /s/Mark A. Semanie | Chief Operating Officer, Acting | |
| Mark A. Semanie | Chief Financial Officer | |
| | (Principal Accounting and | |
| | Financial Officer) | May 22, 2013 |
| | | |
| | | |
| /s/Craig E. Clark | Director and | |
| Craig E. Clark | Chairman of the Board | May 22, 2013 |
| | | |
| | | |
| /s/G. Thomas Daugherty | Director | May 22, 2013 |
| G. Thomas Daugherty | | |
| | | |
| | | |
| /s/Daniel W. Deming | Director | May 22, 2013 |
| Daniel W. Deming | | |
| | | |
| | | |
| /s/James F. Dent | Director | May 22, 2013 |
| James F. Dent | | |
| | | |
| | | |
| | Director | May 22, 2013 |
| Andre' J. Gingles | | |
| | | |
| | | |
| /s/William J. Harnett | Director | May 22, 2013 |
| William J. Harnett | | |
| | | |
| /s/Carla Hargrove McGill | Director | May 22, 2013 |
| Carla Hargrove McGill | | |
| | | |
| | | |
| /s/Frank Lucente, Jr. | Director | May 22, 2013 |
| Frank Lucente, Jr. | | |
| | | |
| | | |
| /s/Gail D. Manuel | Director | May 22, 2013 |
| Gail D. Manuel | | |
| | | |
| | | |
| /s/John D. Mitchell | Director | May 22, 2013 |
| John D. Mitchell | | |
| | | |
| | | |
| /s/Gregory S. Proctor, Jr. | Director | May 22, 2013 |
| Gregory S. Proctor, Jr. | | |
| | | |
| | | |
| /s/Jeffrey A. Rivest | Director | May 22, 2013 |
| Jeffrey A. Rivest | | |
| | | |
| | | |
| /s/Suhas R. Shah | Director | May 22, 2013 |
| Suhas R. Shah | | |
| | | |
| | | |
| /s/John M. Suit, II | Director | May 22, 2013 |
| John M. Suit, II | | |
| | | |
| | | |
| /s/Michael J. Sullivan | Director | May 22, 2013 |
| Michael J. Sullivan | | |
| | | |
| | | |
| /s/Frank E. Taylor | Director | May 22, 2013 |
| Frank E. Taylor | | |
