svbi041206s8
As
filed
with the Securities and Exchange Commission on April 12, 2006
Registration
No. 333-[
]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
SEVERN
BANCORP, INC.
(Exact
name of Registrant as specified in its charter)
|
Maryland
|
|
52-1726127
|
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
1919A
West Street
Annapolis,
Maryland 21401
(Address
of principal executive offices)
Severn
Bancorp, Inc. Stock Option and Incentive Plan
(Full
title of the plan)
Alan
J.
Hyatt
President
and Chief Executive Officer
Severn
Bancorp, Inc.
1919A
West Street
Annapolis,
Maryland 21401
(410)
268-4554
(Name
and
address of agent for service)
Copies
of Communications To:
Edward
L.
Lublin, Esq.
Francis
E. Dehel, Esq.
Karim
K.
Shehadeh, Esq.
Blank
Rome LLP
600
New
Hampshire Avenue, NW
Washington,
DC 20037
(202)
772-5800
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
To
be Registered
|
Amount
to be Registered (1)
|
Proposed
Maximum
Offering
Price
per Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, par value $.01 per share
|
158,400
|
$18.09
|
$2,864,697.00
|
$308.53
|
(1) Pursuant
to Rule 416(c), this Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Severn Bancorp, Inc.
Stock Option and Incentive Plan (the “Plan”) being registered pursuant to this
Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(h), based upon the price at which stock options covered by this Registration
Statement may be exercised and, in the case where such price is not known,
upon
the average of the high and low sale prices of the Common Stock, reported on
the
Nasdaq Capital Market within five business days prior to the filing of this
registration statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a)
of PROSPECTUS
ITEM
1. PLAN INFORMATION
Severn
Bancorp, Inc. (the “Registrant”) is filing this Registration Statement on Form
S-8 in order to register up to 158,400 shares of Common Stock, par value $.01
per share (“Common Stock”), offered to certain key employees and directors of
the Registrant and its affiliates under the Plan. The documents containing
the
information required in Part I of the Registration Statement will be sent or
given to each participant in the Plan as specified by Rule 428(b)(1) under
the
Securities Act. Such documents are not being filed with the Securities and
Exchange Commission (the “Commission”), but constitute (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the
Securities Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Upon
written
or oral request by a participant in the Plan, the Registrant will provide to
such participant, without charge, any document incorporated by reference in
Item
3 of Part II of this Registration Statement, which is incorporated by reference
into the Section 10(a) prospectus, and any document required to be delivered
to
a participant in the Plan pursuant to Rule 428(b) under the Securities Act.
All
requests should be directed to Human Resources, 1919A West Street, Annapolis,
Maryland 21401, telephone number (410) 268-4554.
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents, as filed with the Securities and Exchange Commission,
are
incorporated herein by reference and made a part hereof:
| · |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2005, filed with the Securities and Exchange Commission on March
22,
2006.
|
| · |
The
Registrant’s Proxy Statement for the fiscal year ended December 31, 2005,
filed with the Securities and Exchange Commission on March 22, 2006.
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| · |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
since the end of the fiscal year December 31, 2005.
|
| · |
The
description of the Registrant’s Common Stock contained in the Registrant’s
Registration Statement on Form 10 (File No. 000-49731), as filed with
the
Commission on June 7, 2002, including any amendment or report filed
for
the purpose of updating such description.
|
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then 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.
For
purposes of this Registration Statement, any statement contained herein or
in a
document incorporated or deemed to be incorporated herein by reference shall
be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Edward
L.
Lublin, a Partner at Blank Rome LLP, outside counsel to the Registrant, has
a
substantial interest in the Registrant by virtue of his ownership of shares
of
Registrant’s Common Stock.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's
Articles of Incorporation, as amended, provide that Registrant shall, to the
fullest extent permitted under the Maryland General Corporation Law, indemnify
any director or officer who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action suit, or proceeding,
whether civil, criminal, administrative, or investigative because such person
is
or was a director, officer, or employee or agent of Registrant or any
predecessor. The relevant provisions of the Maryland General Corporation Law
permit a corporation to indemnify any director made a party to any proceeding
by
reason of services in that capacity if the director acted in good faith and
reasonably believed that (i) in the case of conduct in the director's official
capacity with the corporation, such conduct was in the best interest of the
corporation, and (ii) in all other cases, such conduct was at least not opposed
to the best interest of the corporation. In the case of any criminal
proceedings, the director must have had no reasonable cause to believe that
the
conduct was unlawful.
Indemnification
may be against judgments, penalties, fines, settlements and reasonable expenses,
including attorney's fees, actually incurred by the director in connection
with
the proceeding. However, if the proceeding was won by or in the right of
Registrant, indemnification may be made only against reasonable expenses and
may
not be made in respect of any proceeding in which the director shall have been
adjudged liable to Registrant. In addition, no indemnity is permitted to a
director with respect to any proceeding charging improper personal benefit,
whether or not involving action in the director's official capacity, in which
the director was adjudged to be liable on the basis that personal benefit was
improperly received. Maryland law provides that a director who has been
successful in the defense of a proceeding shall be indemnified against
reasonable expenses incurred in connection with the proceeding. The provision
also permits the advancement of reasonable expenses if the director undertakes
to repay the amount if it is ultimately determined that the director has not
met
the standard of conduct necessary for indemnification. Officers, employees
and
agents of Registrant may be indemnified by Registrant to the same extent as
directors.
Registrant’s
Bylaws also provide that to the extent permitted by Maryland law, no director
or
officer of Registrant shall be liable to Registrant or its stockholders for
money damages.
Registrant
currently maintains an insurance policy that provides coverage pursuant to
which
the Registrant is to be reimbursed for amounts it may be required or permitted
by law to pay to indemnify directors and officers.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
|
Exhibit
Number
|
Description
|
|
4.1
|
Articles
of Incorporation of Severn Bancorp, Inc., as amended
(1)
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|
4.2
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Bylaws
of Severn Bancorp, Inc.(2)
|
|
5.1
|
Opinion
of Blank Rome LLP
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23.1
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Consent
of Blank Rome LLP (included in Exhibit 5.1)
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23.2
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Consent
of Beard Miller Company LLP
|
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24.1
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Powers
of Attorney (included on signature
page)
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(1)
Incorporated by reference to Exhibit bearing the same number in Registrant's
Registration Statement on Form 10 filed with the Securities and Exchange
Commission on June 7, 2002.
(2)
Incorporated by reference to Exhibit bearing the same number in Registrant's
2003 Form 10-K filed with the Securities and Exchange Commission on March 25,
2004.
ITEM
9. UNDERTAKINGS.
(a)
The
undersigned Registrant hereby undertakes:
(1)
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 1933
Act;
(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; and
(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)(1)(i) and (a) (1) (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
1934 Act that are incorporated by reference in the Registration
Statement.
(2)
that,
for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment 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)
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.
(b)
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 Section 15(d) of 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be an initial bona fide offering
thereof.
(c) 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 indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
of
1933 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 hereunder, the Registrant will,
unless in the opinion of its counsel the question has already 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 of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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
Annapolis, State of Maryland, on this 11th day of April, 2006.
SEVERN
BANCORP, INC. (Registrant)
By: Alan
J. Hyatt
Alan
J.
Hyatt
President
and Chief Executive Officer
POWER
OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Alan J. Hyatt and Thomas G. Bevivino, and each of
them
with power to act alone, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his name,
place and stead, in any and all capacities, to sign any and all amendments,
including pre-effective and post-effective amendments, to this Registration
Statement, and any additional registration statements to be filed pursuant
to
Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and
to
all intents and purposes as he or she might or could do in person hereby
ratifying and confirming that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof in connection
with effecting the filing of the Registration Statement.
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.
April
11,
2006 /s/
Alan J. Hyatt
Alan
J.
Hyatt
Chairman
of the Board,
President,
Chief Executive Officer and Director
April
11,
2006 /s/
S.
Scott Kirkley
S.
Scott
Kirkley, Senior Vice President,
Secretary,
Treasurer and Director
April
11,
2006 /s/
Melvin E. Meekins, Jr.
Melvin
E.
Meekins, Jr., Executive Vice President
and
Director
April
11,
2006 /s/
Melvin
Hyatt
Melvin
Hyatt, Director
April
11,
2006 /s/
Ronald P. Pennington
Ronald
P.
Pennington, Director
April
11,
2006 /s/
T.
Theodore Schultz
T.
Theodore Schultz, Director
April
11,
2006 /s/
Albert W. Shields
Albert
W.
Shields, Director
April
11,
2006 /s/
Louis DiPasquale, Jr.
Louis
DiPasquale, Jr., Director
April
11,
2006 /s/
Keith Stock
Keith
Stock, Director
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
5.1
|
Opinion
of Blank Rome LLP
|
|
23.1
|
Consent
of Blank Rome LLP (included in Exhibit 5.1)
|
|
23.2
|
Consent
of Beard Miller Company LLP
|
|
24.1
|
Powers
of Attorney (included on signature
page)
|