Registration No. 33-62280
As filed with the Securities and Exchange Commission on
December 28, 1999
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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
_______________________________________
GLEN BURNIE BANCORP
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(Exact name of Registrant as Specified in Its Charter)
MARYLAND 52-1782444
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 CRAIN HIGHWAY S.E.
GLEN BURNIE, MARYLAND 21061-3578
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(Address of Principal Executive Offices)
GLEN BURNIE BANCORP
DIRECTOR STOCK PURCHASE PLAN
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(Full Title of the Plan)
F. WILLIAM KUETHE, JR., PRESIDENT
GLEN BURNIE BANCORP
101 CRAIN HIGHWAY, S.E.
GLEN BURNIE, MARYLAND 21061
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(Name and Address of Agent For Service)
(410) 766-3300
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(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES C. STEWART, ESQUIRE
DANIEL L. HOGANS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
Note: This Post-Effective Amendment No. 1 is being filed
solely to reflect the reduction in the par value of the
Registrant's common stock from $10.00 per share to $1.00
per share effective December 27, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in Glen Burnie Bancorp Director Stock Purchase Plan
(the "Plan") in accordance with Rule 428(b)(1). In accordance
with Note to Part I of Form S-8, such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Glen Burnie Bancorp (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934 (the "1934 Act") and, accordingly, files periodic reports
and other information with the Commission. Reports and other
information concerning the Company filed with the Commission may
be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web
site is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30,
1999.
(c) The Company's Current Reports on Form 8-K, filed
December 8, 10 and 27, 1999.
(d) The description of the Company's Common Stock
contained in the Company's Form 8-A/A filed December
27, 1999.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE 1934 ACT AFTER THE DATE
HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE
SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE ("COMMON
STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company's Articles of Incorporation provide that all
current and former directors and officers are entitled to
receive indemnification in connection with any proceeding to the
fullest extent permitted by Section 2-418 of the Corporations
and Associations Article of the Annotated Code of Maryland.
Such section provides that a corporation may indemnify any
director or officer made a party to any civil, criminal,
administrative or investigative proceeding by reason of serving
in such capacity unless it is established that (a) the act or
omission of such person was material to the matter giving rise
to the proceeding and either was committed in bad faith or was
the result of active and deliberate dishonesty, (b) the person
actually received an improper personal benefit, or (c) in the
case of a criminal proceeding, the person had reasonable cause
to believe the act or omission was unlawful. The
indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses (including attorneys' fees)
actually incurred in connection with the proceeding. However,
if the proceeding was by or in the right of the corporation,
indemnification may not be made if the person is adjudged to be
liable to the corporation. The corporation must indemnify
directors and officers for expenses incurred in contesting any
such proceeding if such persons are successful on the merits,
unless the corporation's articles of incorporation limit such
indemnification (the Company's Articles do not). Determination
that the indemnification is proper and the amount to be paid in
indemnification is to be made by a majority vote of a quorum of
disinterested directors (or a committee of disinterested
directors), by special legal counsel chosen by disinterested
directors (or a committee of disinterested directors) or by a
majority vote of disinterested stockholders. A corporation may
purchase and maintain insurance on behalf of any director or
officer against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's
position whether or not the corporation would have the power to
indemnify against such liability under Maryland law. A
corporation must report any indemnification or advance of
expenses to a director or officer arising out of a proceeding by
or in the right of the corporation to the stockholders of the
corporation.
The Company maintains director and officer liability
insurance. The scope of such insurance is essentially the same
as the indemnification provisions outlined above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
ITEM 8. EXHIBITS
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For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
ITEM 9. UNDERTAKINGS
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1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 242(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1934, to treat each post-
effective amendment as a new registration statement relating to
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant 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
Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Glen
Burnie, State of Maryland, on December 27, 1999.
GLEN BURNIE BANCORP
By:/s/ F. William Kuethe, Jr.
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F. William Kuethe, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
We the undersigned directors and officers of Glen Burnie
Bancorp (the "Company") hereby severally constitute and appoint
F. William Kuethe, Jr., our true and lawful attorney and agent,
to do any and all things in our names in the capacities
indicated below which said F. William Kuethe, Jr. may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-8 relating
to the offering of the Company's Common Stock, including
specifically, but not limited to, power and authority to sign
for us in our names in the capacities indicated below the
registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said F. William Kuethe, Jr. shall do or cause
to be one by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
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/s/ F. William Kuethe, Jr. President and Director December 27, 1999
- ----------------------------- (Principal Executive Officer)
F. William Kuethe, Jr.
/s/ John E. Porter Chief Financial Officer December 27, 1999
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John E. Porter Accounting Officer)
/s/ John E. Demyan Chairman of the Board, December 27, 1999
- ----------------------------- Director
John E. Demyan
/s/ Theodore L. Bertier, Jr. Director December 27, 1999
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Theodore L. Bertier, Jr.
/s/ Shirley E. Boyer Director December 27, 1999
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Shirley E. Boyer
/s/ Thomas Clocker Director December 27, 1999
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Thomas Clocker
/s/ Alan E. Hahn Director December 27, 1999
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Alan E. Hahn
/s/ Charles L. Hein Director December 27, 1999
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Charles L. Hein
/s/ F. W. Kuethe, III Director December 27, 1999
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F. W. Kuethe, III
/s/ William N. Scherer, Sr. Director December 27, 1999
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William N. Scherer, Sr.
/s/ Karen Thorwarth Director December 27, 1999
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Karen Thorwarth
/s/ Mary L. Wilcox Director December 27, 1999
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Mary L. Wilcox
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality of the Common Stock being registered
23.1 Consent of Trice & Geary LLC
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
99.1 Glen Burnie Bancorp Director Stock Purchase Plan