Registration Statement No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
JAMES MONROE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1941875
(State or Other Jurisdiction of (IRS Employer I.D. Number)
Incorporation or Organization)
3033 Wilson Boulevard, Arlington, Virginia 22201
(Address of Principal Executive Offices) (Zip Code)
JAMES MONROE BANCORP, INC. 1999 DIRECTOR STOCK OPTION PLAN
(Full Title of Plan)
John R. Maxwell, President
James Monroe Bancorp, Inc.
3033 Wilson Boulevard
Arlington, Virginia 22201
703.524.8100
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
David H. Baris, Esquire
Noel M. Gruber, Esquire
Kennedy, Baris & Lundy, L.L.P.
Suite P-15
4701 Sangamore Road
Bethesda, Maryland 20816
-----------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering per Share(2) Aggregate Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, 63,480 $13.57 $669,357.60 $167.34
$1.00 par value
- ----------------------------------------------------------------------------------------------------------------------
(1) Represents the aggregate exercise prices of the outstanding options to
which this Registration Statement relates, plus the average of the bid
and asked prices for the common stock as of May 7, 2001, with respect
to the shares subject to options remaining to be issued, in accordance
with the provisions of Rule 457(h)(1) under the Securities Act of 1933.
(2) Estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933 solely for purposes of calculating the registration fee, based
upon the exercise price of outstanding options to purchase common stock
and, with respect to unissued options and, the average of the bid and
ask prices for the common stock on May 14, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with Securities and Exchange Commission
are hereby incorporated by reference herein:
(1) James Monroe Bancorp, Inc.'s Annual Report on Form 10-KSB for
the year ended December 31, 2000;
(2) James Monroe Bancorp, Inc.'s Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2001;
(3) The description of James Monroe Bancorp, Inc.'s Common Stock
contained in its Registration Statement on Form 8-A filed April
30, 2001; and
(4) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act by James Monroe Bancorp, Inc. since the end of
the year covered in its Annual Report referred to in (1) above.
All documents filed by James Monroe Bancorp, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof, and prior to the filing of a post-effective amendment hereto
which indicates that all securities offered hereby shall have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
As the securities to be issued pursuant to this registration statement
are registered under Section 12 of the Securities Exchange Act of 1934, this
item is inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of James Monroe Bancorp provide that
James Monroe Bancorp shall indemnify its officers and directors against all
claims, liabilities, judgments, settlements, costs and expenses (including
attorney's fees) resulting from any action suit, proceeding or claim to which
such person is a party as a result of having been an officer or director if not
grossly negligent in such person's actions, such person conducted himself in
good faith and believed (a) in the case of such person's official capacity, that
his conduct was in the best interests of the corporation, (b) in all other cases
that his conduct was at least not opposed to its best interests; and (c) in the
case of any criminal proceeding, that he had no reasonable cause to believe that
his conduct was unlawful. The indemnification provided by the Articles of
Incorporation is not exclusive of any right to indemnification which any person
may be entitled to under any bylaw, resolution, agreement, vote of stockholders
or provision of law. No indemnification may be made where indemnification would
be in violation of Virginia law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to
this registration statement, this item is inapplicable.
R-2
ITEM 8. EXHIBITS.
Exhibit Number Description
- -------------- -----------
4 James Monroe Bancorp, Inc. 1999 Director Stock Option Plan (1)
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
23(a) Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
23(b) Consent of Yount, Hyde & Barbour, P.C.
23(c) Consent of Keller Bruner & Company, LLC
- ---------------------
(1) Incorporated by reference to Exhibit 10(c) to the registrant's registration
statement (No. 333-38098) on Form SB-2.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act of 1933 (the
"Act"); (ii) 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 in the registration statement; and (iii)
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.
(2) for determining liability under the Act, 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.
(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Act 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
R-3
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 Arlington, State of Virginia, on May 9, 2001.
JAMES MONROE BANCORP, INC.
May 9, 2001 By: /s/ John R. Maxwell
---------------------------------
John R. Maxwell, President
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.
SIGNATURE TITLE DATE
/s/ Fred A. Burroughs, III Director May 9, 2001
- ---------------------------------------------
Fred A. Burroughs, III
/s/ Dr. Terry L. Collins Director May 9, 2001
- ---------------------------------------------
Dr. Terry L. Collins
/s/ Norman P. Horn Director May 9, 2001
- ---------------------------------------------
Norman P. Horn
/s/ Dr. David C. Karlgaard Director May 9, 2001
- ---------------------------------------------
Dr. David C. Karlgaard
/s/ Richard I. Linhart Director, Chief Operating Officer, Secretary May 9, 2001
- --------------------------------------------- (Principal Accounting and Financial Officer)
Richard I. Linhart
/s/ Richard C. Litman Director May 9, 2001
- ---------------------------------------------
Richard C. Litman
/s/ John R. Maxwell President, Chief Executive Officer May 9, 2001
- --------------------------------------------- and Director (Principal Executive Officer)
John R. Maxwell
Director May __, 2001
- ---------------------------------------------
Dr. Alvin E. Nashman
R-4
/s/ Helen L. Newman Director May 9, 2001
- ---------------------------------------------
Helen L. Newman
/s/ Thomas L. Patterson Director May 9, 2001
- ---------------------------------------------
Thomas L. Patterson
/s/ David W. Pijor Chairman of the Board of Directors May 9, 2001
- ---------------------------------------------
David W. Pijor
/s/ Russell E. Sherman Director May 9, 2001
- ---------------------------------------------
Russell E. Sherman
R-5