================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GLEN BURNIE BANCORP
- ----------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 52-1782444
- --------------------------------------- --------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND 21061
- ----------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check
the following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check
the following box. [ ]
Securities Act registration file number to which this form
relates: 333-37073
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the
Act: NONE
Securities to be registered pursuant to Section 12(g) of the
Act:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
---------------------------------------
(Title of Class)
COMMON STOCK PURCHASE RIGHTS
----------------------------
(Title of Class)
================================================================
NOTE: This Form 8-A/A is being filed to amend the
Registrant's Form 8-A to reflect the reduction in the par
value of the Registrant's common stock from $10.00 per
share to $1.00 per share and to update certain other
disclosures.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
--------------------------------------------
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 15,000,000 shares of
Common Stock. As of September 30, 1999, there were 908,293
shares outstanding. Each share of the Common Stock has the same
relative rights as, and is identical in all respects with, each
other share of Common Stock. The Common Stock is not subject to
redemption and is not convertible into any other class of
securities. Upon payment of the full purchase price therefor,
the Common Stock is fully paid and non-assessable. The Common
Stock may be issued in either certificated or uncertificated
form. THE COMMON STOCK OF THE COMPANY REPRESENTS
NONWITHDRAWABLE CAPITAL, IS NOT AN ACCOUNT OF AN INSURABLE TYPE,
AND IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
DIVIDENDS. The Company can pay dividends if, as and when
declared by its Board of Directors, subject to compliance with
limitations which are imposed by law. The holders of Common
Stock of the Company will be entitled to receive and share
equally in such dividends as may be declared by the Board of
Directors of the Company out of funds legally available
therefor.
VOTING RIGHTS. The holders of Common Stock of the Company
possess exclusive voting rights in the Company. Each holder of
Common Stock is entitled to one vote per share. Directors are
elected by a plurality of the votes cast. There is no
cumulative voting in elections of directors. Under the
Company's Articles of Incorporation, directors are elected to
three-year terms and approximately one-third of the Board of
Directors must stand for election each year. A majority of the
votes cast is generally required for the approval of all other
matters submitted to a vote of the stockholders except as
described in " -- Certain Voting and Other Requirements."
LIQUIDATION. In the event of any liquidation, dissolution
or winding up of the Company, the holders of its Common Stock
would be entitled to receive, after payment or provision for
payment of all its debts and liabilities, all of the assets of
the Company available for distribution.
PREEMPTIVE RIGHTS. Holders of the Common Stock of the
Company are not entitled to preemptive rights with respect to
any additional shares which may be issued by the Company.
TRANSFER AGENT AND REGISTRAR. The Company acts as
transfer agent and registrar for the Common Stock.
CERTAIN VOTING AND OTHER REQUIREMENTS
ARTICLES OF INCORPORATION AND BYLAWS. The Company's
Articles of Incorporation provide that the affirmative vote of
80% of the outstanding shares of stock of the Company entitled
to vote shall be required for the approval of: (a) any amendment
to the Articles of Incorporation; (b) the consolidation of the
Company with one or more corporations to form a new consolidated
corporation; (c) the merger of the Company with another
corporation or the merger of one or more corporations into the
Company; (d) the sale, lease or exchange or other transfer of
all or substantially all, of the property and assets of the
Company, including its goodwill; (e) the participation of the
Company in a share exchange, the stock of which is to be
acquired; or (f) the voluntary liquidation, dissolution or
winding up of the Company. The Bylaws may only be amended by
the stockholders by an affirmative vote of 80% of the votes
entitled to be cast on the matter.
By resolution of its Board of Directors, the Company has
elected to become subject to Sections 3-804 and 3-805 of
Subtitle 8 of Title 3 of the Maryland General Corporation Law.
Section 3-804 requires at least a two-thirds vote of the
stockholders for the removal of directors, and then only for
cause in accordance with Section 2-406(b)(3) of the Maryland
General Corporation Law, and vests in the Board of Directors the
power to fix the number of directors by resolution and to fill
any vacancies on the Board of Directors for the remainder of the
full term of the class of directors in which the vacancy
occurred. Section 3-805 specifies that stockholders may only
call a special meeting of the stockholders on the written
request of the stockholders entitled to cast at least a majority
of the votes entitled to be cast at the meeting. In the event
of any inconsistency with the Company's Articles of
Incorporation and Bylaws, the aforesaid provisions of Subtitle 8
of Title 3 of the Maryland General Corporation Law shall govern.
-2-
BUSINESS COMBINATIONS. Under the Maryland General
Corporation Law, mergers, consolidations and sales of
substantially all of the assets of a Maryland corporation must
generally be approved by the affirmative vote of the holders of
two-thirds of the outstanding shares of stock entitled to vote
thereon. Maryland's Business Combination Statute, however,
restricts certain transactions between a Maryland corporation
(or its majority owned subsidiaries), and any person who, after
the date the corporation has 100 or more beneficial owners of
its stock, beneficially owns 10% or more of the corporation's
outstanding voting stock, together with affiliates or associates
thereof (an "Interested Stockholder"). For a period of five
years following the date that a stockholder becomes an
Interested Stockholder, Maryland's Business Combination Statute
generally prohibits the following types of transactions between
the corporation and the Interested Stockholder (unless certain
conditions, described below, are met): (i) mergers,
consolidations or share exchanges; (ii) sales, leases, exchanges
or other dispositions other than in the ordinary course of
business or pursuant to a dividend, in any twelve-month period,
of assets having an aggregate book value of 10% or more of the
total market value of the outstanding stock of the corporation
or of its net worth; (iii) issuances or transfers by the
corporation or any subsidiary thereof of any equity securities
of the corporation or any subsidiary thereof having a market
value of 5% or more of the total market value of the outstanding
stock of the corporation; (iv) the adoption of a proposal or
plan of liquidation or dissolution of the corporation in which
anything other than cash will be received by the Interested
Stockholder or any affiliate of any Interested Stockholder; (v)
any reclassification of securities, or recapitalization of the
corporation, or any merger, consolidation, or share exchange of
the corporation with any of its subsidiaries which has the
effect of increasing by 5% or more of the total number of
shares, the proportionate amount of the outstanding shares of
any class of equity securities of the corporation or any
subsidiary thereof which is owned by an Interested Stockholder;
and (vi) the receipt by any Interested Stockholder or any
affiliate thereof of the benefit, directly or indirectly,
(except proportionately as a stockholder) of any loan, advance,
guarantee, pledge, or other financial assistance or any tax
credit or other tax advantage provided by the corporation or any
of its subsidiaries. After the five-year moratorium on business
combinations has expired, a business combination must (i) be
recommended by the board of directors and approved by (a) 80% of
the stockholders entitled to vote, and (b) two-thirds of the
disinterested stockholders, or (ii) meet the rigorous fair price
requirements of the business combination statute, or (iii)
qualify for one of the statutory exemptions. This restriction
does not apply if before such person becomes an Interested
Stockholder, the Board of Directors approves the transaction in
which the Interested Stockholder becomes an Interested
Stockholder or approves the business combination, or a statutory
exemption applies. A Maryland corporation may exempt particular
interested stockholders from the requirements of the statute by
resolution adopted by its board of directors prior to the date
the Interested Stockholder became an Interested Stockholder.
CONTROL SHARE ACQUISITIONS. The Maryland General
Corporation Law provides that "control shares" of a Maryland
corporation acquired in a "control share acquisition" have no
voting rights except to the extent approved by a vote of two-
thirds of the shares entitled to be voted on the matter,
excluding shares of stock owned by the acquiror or by officers
or directors who are employees of the corporation. "Control
shares" are voting shares of stock which, if aggregated with all
other such shares of stock previously acquired by the acquiror,
or in respect of which the acquiror is able to exercise or
direct the exercise of voting power except solely by virtue of a
revocable proxy, would entitle the acquiror to exercise voting
power in electing directors within one of the following ranges
of voting power: (i) one-fifth or more but less than one-third;
(ii) one-third or more but less than a majority; or (iii) a
majority of all voting power. Control shares do not include
shares the acquiring person is then entitled to vote as a result
of having previously obtained stockholder approval. A "control
share acquisition" means the acquisition of control shares,
subject to certain exceptions for shares acquired through
descent or distribution, in satisfaction of a pledge or in a
merger, consolidation or share exchange to which the corporation
is a party. The control share acquisition statute applies to
any Maryland corporation with 100 or more beneficial owners of
its stock other than a close corporation or an investment
company.
A person who has made or proposes to make a control share
acquisition, upon satisfaction of certain conditions (including
an undertaking to pay expenses and delivery of an "acquiring
person statement"), may compel the corporation's board of
directors to call a special meeting of stockholders to be held
within 50 days of demand to consider the voting rights of the
shares. If no request for a meeting is made, the corporation
may itself present the question at any stockholders' meeting.
Unless the charter or bylaws provide otherwise, if voting
rights are not approved at the meeting or if the acquiring
person does not deliver an acquiring person statement within 10
days following a control share acquisition then, subject to
certain conditions and limitations, the corporation may redeem
any or all of the control shares (except
-3-
for those which voting rights have previously been approved) for
fair value determined, without regard to the absence of voting
rights for the control shares, as of the date of the last
control share acquisition or of any meeting of stockholders at
which the voting rights of such shares are considered and not
approved. Moreover, unless the charter or bylaws provides
otherwise, if voting rights for control shares are approved at a
stockholders' meeting and the acquiror becomes entitled to
exercise or direct the exercise of a majority or more of all
voting power, other stockholders may exercise appraisal rights.
The fair value of the shares as determined for purposes of such
appraisal rights may not be less than the highest price per
share paid by the acquiror in the control share acquisition.
DESCRIPTION OF COMMON STOCK PURCHASE RIGHTS
On February 13, 1998, the Board of Directors of Glen
Burnie Bancorp (the "Company") declared a dividend distribution
of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on February 13,
1998. Each Right entitles the registered holder to purchase
from the Company one share of Common Stock on the date of
exercise, at a Purchase Price of $100, subject to adjustment.
The terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and The Bank of Glen
Burnie, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public
announcement that a person (other than an Exempt Person) or
group of affiliates or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date") or (ii) 10 business
days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning
10% or more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after February 13,
1998 will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on February 13, 2008,
unless earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to
the Distribution Date will be issued with Rights.
In the event that at any time following the Rights
Dividend Declaration Date, a Person (other than an Exempt
Person) becomes the beneficial owner of 10% or more of the then
outstanding shares of Common Stock (except pursuant to an offer
for all outstanding shares of Common Stock which at least a
majority of the Continuing Outside Directors determined to be
fair to and otherwise in the best interest of the Company and
its stockholders) each holder of a Right (other than Rights held
by the party triggering the Rights and certain transferees which
are voided) will thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company, subject to certain
limitations) having a value equal to two times the exercise
price of the Right. However, Rights are not exercisable
following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at an exercise price of $100 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $200 worth of Common Stock
(or other consideration, as noted above) for $100. Assuming
that the Common Stock had a per share value of $30 at such time,
the holder of each valid Right would be entitled to purchase
6.67 shares of Common Stock for $100.
-4-
The Board may, at its option, at any time after a person
becomes an Acquiring Person, exchange all or part of the
outstanding Rights (other than Rights owned by an Acquiring
Person, its affiliates, associates or transferees, which will
become void) for shares of Common Stock at an exchange ratio of
1.5 shares of Common Stock per Right.
In the event that, at any time following the date that any
Person becomes an Acquiring Person, (i) the Company engages in
certain mergers or other business combination transactions or
(ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth below) shall thereafter
have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise
price of the Right.
The Purchase Price payable, and the number of shares of
Common Stock (or the number and kind of other securities or
property, as the case may be) issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
Stock, (ii) if holders of the Common Stock are granted certain
rights or warrants to subscribe for Common Stock or convertible
securities at less than the current market price of the Common
Stock, or (iii) upon the distribution to holders of the Common
Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends) or of subscription rights or warrants
(other than those referred to above).
No adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares
of Common Stock and in lieu thereof an adjustment in cash will
be made. For fractional shares of Common Stock, the adjustment
will be based on the market price of the Common Stock on the
last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole,
but not in part, at any time until ten days following the Stock
Acquisition Date, at a price of $.01 per Right (payable in cash,
Common Stock or other consideration deemed appropriate by the
Board of Directors). Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the
concurrence of a majority of the Continuing Outside Directors.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights with, where required, the concurrence
of the Continuing Directors, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01
per Right redemption price.
The term "Continuing Outside Directors" means (i) members
of the Board of Directors who are not Acquiring Persons, or
affiliates, associates or representatives of an Acquiring
Person, and who are not officers of the Company or any of its
subsidiaries, and were members of the Board of Directors prior
to the date of the Rights Agreement or (ii) Persons who
subsequently became members of the Board of Directors, who are
not Acquiring Persons or the affiliates, associates or officers
of the Company or any of its subsidiaries, if such Persons'
nominations for election or election to the Board of Directors
are recommended or approved by a majority of the Continuing
Outside Directors.
Notwithstanding the foregoing, in the event that a
majority of the Board of Directors of the Company is elected by
stockholder action at an annual or special meeting of
stockholders then until the 180th day following the
effectiveness of such election (including any postponement or
adjournment thereof), the Rights shall not be redeemed if such
redemption is reasonably likely to have the purpose or affect of
facilitating a Transaction (defined as merger, consolidation or
sale of assets or any acquisition of Common Stock which would
result in a person becoming an Acquiring Person) with an
Interested Person (defined as a person or group who (i) is or
will become an Acquiring Person if such Transaction were to be
consummated, and (ii) is, or directly or indirectly proposed,
nominated or financially supported, a director of the Company in
office at the time of consideration of such Transaction who was
elected at an annual or special meeting of stockholders).
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
-5-
The Rights Agreement may be amended in certain instances
so long as there are Continuing Outside Directors and a majority
of such Continuing Outside Directors votes in favor of the
proposed amendment. Other than those provisions relating to the
principal economic terms of the Rights, any of the provisions of
the Rights Agreement may be amended prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, to make
changes which do not adversely affect the interest of holders of
Rights (excluding the interest of holders of any Acquiring
Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust
the time period governing redemption shall be made at such time
as the Rights are not redeemable.
Notwithstanding the foregoing, in the event that a
majority of the Board of Directors of the Company is elected by
stockholder action at an annual or special meeting, then until
the 180th day following the effectiveness of such election
(including any postponement or adjournment thereof), the Rights
Agreement shall not be supplemented or amended in any manner
reasonably likely to have the purpose or effect of facilitating
a Transaction with an Interested Person.
Copies of the Rights Agreement are available free of
charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement, which is incorporated
herein by reference.
ITEM 2. EXHIBITS.
--------
The following documents are either filed or incorporated
by reference as exhibits to this registration statement as
indicated:
NO. DESCRIPTION
- --- -----------
3.1 Articles of Incorporation, as amended effective
December 27, 1999
3.2 By-Laws, as amended. Incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1998.
3.3 Articles Supplementary, dated November 16, 1999, to
Registrant's Articles of Incorporation.
Incorporated herein by reference to Exhibit 3.3 to
Registrant's Current Report on Form 8-K, filed
December 8, 1999.
4.1 Rights Agreement, between Glen Burnie Bancorp and
The Bank of Glen Burnie, as Rights Agent as amended
and restated as of December 27, 1999.
-6-
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
GLEN BURNIE BANCORP
-------------------
(Registrant)
Date: December 27, 1999 By: /s/ F. William Kuethe, Jr.
-------------------------------
F. William Kuethe, Jr.
President and Chief Executive
Officer
-7-