Old Line Bancshares, Inc. (NASDAQ:OLBK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
to the Agreement and Plan of Merger dated as of February 1, 2017 (the “Merger Agreement”), by and between Old Line Bancshares, Inc. (“Bancshares”) and DCB Bancshares, Inc. (“DCB”), upon the effectiveness of the merger of DCB into Bancshares (the “Merger”) on July 28, 2017, the Board of Directors of Bancshares and Old Line Bank elected Stephen J. Deadrick, former Chairman of the Board of DCB, and James R. Clifford, a former Director of DCB, to their Boards of Directors. Bancshares’ Board of Directors has not yet determined on which committees of the Board of Directors these individuals will serve. Messrs. Deadrick and Clifford will receive the same compensation as currently paid to our other Board members (other than the Chairman and Vice Chairman, who are paid an annual retainer in lieu of attendance fees) – (i) $700 for each attended meeting of the Board of Directors, (ii) $300 for each attended meeting of the Loan Committee, and (iii) $400 for each attended meeting of the Corporate Governance Committee, the Compensation Committee, the Audit Committee, the Risk Committee, the Strategic Opportunities Committee and the Asset and Liability Committee, provided that if a Director attends any of these meetings via teleconference in lieu of in person, the Director receives $200 instead of the regular in-person payment. In addition, the Chairmen of the Corporate Governance Committee, the Compensation Committee, the Risk Committee and the Audit Committee also received an additional $300 for each meeting of their respective committees they attend in person. Further, each non-employee Director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also receives an $8,400 quarterly retainer.
Section 8-Other Events
Item 8.01 Other Events.
As noted above, on July 28, 2017, Bancshares, the parent company of Old Line Bank, completed its acquisition of DCB, the parent company of Damascus Community Bank, through the Merger to the Merger Agreement.
As a result of the Merger, each share of common stock of DCB was converted into the right to receive 0.9269 shares of Bancshares’ common stock, provided that cash will be paid in lieu of any fractional shares of Bancshares common stock. As a result Bancshares will issue approximately 1,495,256 shares of its common stock in exchange for the shares of common stock of DCB in the Merger. The aggregate Merger consideration was approximately $40.7 million as calculated to the Merger Agreement and approximately $40.9 million based on the closing sales price of Bancshares’ common stock on July 28, 2017.
In connection with the Merger, the parties have caused Damascus Community Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.
A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
99.1 Press release dated July 28, 2017 (previously filed) |
About Old Line Bancshares, Inc. (NASDAQ:OLBK)
Old Line Bancshares, Inc. is the holding company of Old Line Bank (The Bank). The Bank is a chartered trust company engaged in commercial banking business, making various types of loans, investments and accepting deposits. It markets its financial services to small to medium sized businesses, entrepreneurs, professionals, consumers and clients. The Bank, through its division Old Line Financial Services, provides retirement planning and products, as well as investment services. Its lending activities consists of short to medium term commercial business loans, commercial real estate loans, real estate construction loans, home equity loans and consumer installment loans, both secured and unsecured. The Bank monitors its investment portfolio and it usually classifies investments in the portfolio as available for sale. It offers a range of deposit products that include demand, negotiable order of withdrawal (NOW), money market and savings accounts, as well as certificates of deposit.