Post-effective Amendment to an S-8 Filing (s-8 Pos)
05 Avril 2013 - 11:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-143943
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-136382
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-58658
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-65875
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
ANNAPOLIS
BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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000-22961
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52-1595772
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification Number)
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1000 Bestgate Road, Suite 400, Annapolis, Maryland 21401
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (410) 224-4455
With a
copy to:
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Richard M. Lerner
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Philip Feigen, Esq.
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Chief Executive Officer
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Patton Boggs LLP
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Annapolis Bancorp, Inc.
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2550 M Street NW
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1000 Bestgate Road, Suite 100
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Washington, DC 20037
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Annapolis, MD 21401
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202-457-6000
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410-224-4455
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(Name, Address and Telephone Number of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment) relates to the following Registration Statements on Form S-8 (collectively, the
Registration Statements):
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Registration Statement 333-143943 registering 200,000 shares of common stock, $$0.01 par value per share (the Common Stock), of Annapolis
Bancorp, Inc. (the Company) for the Annapolis Bancorp, Inc. 2007 Employee Stock Purchase Plan;
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Registration Statement 333-136382 registering 200,000 shares of Common Stock of the Company for the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan;
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Registration Statement 333-58658 registering 200,000 shares of Common Stock of the Company for the Annapolis National Bancorp, Inc. 2000 Stock
Incentive Plan; and
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Registration Statement 333-65875 registering 100,000 shares Common Stock of the Company for the Annapolis Bancorp, Inc. 1997 Stock Option Plan.
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Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of
October 22, 2012, by and between the Company and F.N.B. Corporation (FNB), the Company is being merged with and into FNB, effective as of 12:01 a.m. on April 6, 2013 (the Merger). Upon consummation of the Merger,
each outstanding share of Common Stock outstanding stock options and restricted share units (other than shares to be cancelled in accordance with the Merger Agreement) is being converted into and exchangeable for the right to receive 1.143 shares of
FNB common stock, and, if a particular loan is successfully repaid or sold for cash before the effective time of the merger, up to $0.36 in cash per share of Common Stock; provided, however, that cash will be issued in lieu of fractional shares. The
Merger Agreement further provides that ANNB stock options and ANNB restricted share awards are being converted into and exchangeable for the right to purchase or receive, as the case may be, shares of FNB common stock in accordance with the Exchange
Ratio.
As a result of the transactions contemplated by the Merger Agreement, the Company has terminated any offering of the
Companys securities pursuant to any registration statement. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, 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 April 5, 2013.
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ANNAPOLIS BANCORP, INC.
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/s/ Richard M. Lerner
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Richard M. Lerner
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
Each person whose signature appears below appoints Richard M. Lerner as his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all
capacities, to sign this post-effective amendment to this Registration Statement and to file the same, with all exhibits thereto, and all 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, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all
that said attorney-in fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Title
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Date
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/s/ Richard M. Lerner
Richard M. Lerner
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Chairman and Chief Executive
Officer (Principal Executive
Officer)
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April 5, 2013
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/s/ Edward J. Schneider
Edward J. Schneider
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Treasurer and Chief Financial
Officer (Principal Accounting
and Financial Officer)
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April 5, 2013
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/s/ Joseph G. Baldwin
Joseph G. Baldwin
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Director
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April 5, 2013
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/s/ Walter L. Bennett IV
Walter L. Bennett IV
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Director
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April 5, 2013
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/s/ Clyde E. Culp, III
Clyde E. Culp, III
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Director
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April 5, 2013
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/s/ Kendel S. Ehrlich
Kendel S. Ehrlich
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Director
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April 5, 2013
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/s/ Debbie H. Gosselin
Debbie H. Gosselin
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Director
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April 5, 2013
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/s/ F. Carter Heim
F. Carter Heim
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Director
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April 5, 2013
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/s/ Richard E. Hug
Richard E. Hug
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Director
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April 5, 2013
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/s/ Stanley J. Klos, Jr.
Stanley J. Klos, Jr.
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Director
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April 5, 2013
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/s/ Lawrence E. Lerner
Lawrence E. Lerner
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Director
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April 5, 2013
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/s/ Michael S. McHale
Michael S. McHale
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Director
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April 5, 2013
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/s/ Jeff W. Ostenso
Jeff W. Ostenso
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Director
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April 5, 2013
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/s/ Lawrence Schwartz
Lawrence Schwartz
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Director
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April 5, 2013
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/s/ Ermis Sfakiyanudis
Ermis Sfakiyanudis
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Director
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April 5, 2013
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Annapolis Bancorp Inc. (MM) (NASDAQ:ANNB)
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