baynational8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): November 20,
2009
Bay National
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Maryland
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000-51765
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52-2176710
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2328
West Joppa Road
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Lutherville, Maryland
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21093
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: 410-494-2580
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
7 – Regulation FD
Item 7.01 Regulation FD
Disclosure.
On
November 20, 2009, Bay National Bank (the “Bank”) and Bay National Corporation
(the “Company”), the holding company for Bay National Bank, sent a memorandum to
its employees announcing that the Boards of Directors of the Company and the
Bank have elected Charles L. Maskell as Chairman of the Boards of both
organizations following Hugh W. Mohler’s resignation as Chairman. Mr.
Mohler will remain as President and Chief Executive Officer of both the Company
and the Bank. The memorandum to employees is being furnished with
this Current Report on Form 8-K as Exhibit 99.1 hereto and is incorporated by
reference herein. The information regarding the memorandum provided in this Item
7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be incorporated by reference in any filing made by the
Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
other than to the extent that such filing incorporates by reference any or all
of such information by express reference thereto.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BAY
NATIONAL CORPORATION
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Date:
November 20, 2009
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By:
/s/ Hugh W.
Mohler
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Hugh
W. Mohler, President
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