Registration No. 333-____
As filed with the Securities and
Exchange Commission on July 3, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SHORE BANCSHARES, INC.
(Exact Name of Registrant as Specified
in its Charter)
| Maryland |
52-1974638 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
18 E. Dover Street
Easton, Maryland 21601
(Address of Principal Executive Offices, Zip Code)
The Community Financial Corporation
2015 Equity Compensation Plan
(Full Title of the Plan)
Copies to:
| James M. Burke |
Kevin Houlihan, Esq. |
| President and Chief Executive Officer |
William Levay, Esq. |
| Shore Bancshares, Inc. |
Holland & Knight LLP |
| 18 E. Dover Street |
800 17th Street, NW, Suite 1100 |
| Easton, Maryland 21601 |
Washington, DC 20006 |
| (410) 763-7800 |
Telephone: (202) 955-3000 |
| (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, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer x |
Smaller reporting company x |
| Emerging growth company ¨ |
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
The Merger
On July 1, 2023,
in accordance with terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December
14, 2022, by and between Shore Bancshares, Inc., a Maryland corporation (“SHBI” or the “Registrant”)
and The Community Financial Corporation, a Maryland corporation (“TCFC”), TCFC merged with and into SHBI with SHBI
as the surviving corporation (the “Corporate Merger”). Promptly following the Corporate Merger, TCFC’s wholly-owned
bank subsidiary, the Community Bank of the Chesapeake, merged with and into Shore United Bank, N.A. (“Shore United”),
which is the wholly-owned bank subsidiary of SHBI, with Shore United as the surviving institution (the “Bank Merger,”
and together with the Corporate Merger, the “Merger.”)
Treatment of TCFC Equity Awards
Pursuant to the
terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”):
| · | Each award in respect of a share of TCFC common stock, par value $0.01 per share (“TCFC Common
Stock”) subject to vesting, repurchase or other lapse restriction (a “TCFC Restricted Stock Award”) granted
under TCFC’s 2015 Equity Compensation Plan (the “TCFC 2015 Plan”) that was outstanding immediately prior to the
Effective Time was assumed and converted into a restricted stock award (a “SHBI Restricted Stock Award”) in respect
of that number of shares of SHBI Common Stock, par value $0.01 per share (“SHBI Common Stock”) equal to the product
of the total number of shares of TCFC Common Stock subject to the TCFC Restricted Stock award multiplied by 2.3287 (the “Exchange
Ratio”) and continues to be subject to the same terms and conditions as were applicable to the applicable TCFC Restricted Stock
Award immediately prior to the Effective Time; |
| · | Each time-vesting restricted stock unit award in respect of a share of TCFC Common Stock (a “TCFC
RSU Award”) granted under the TCFC 2015 Plan that was outstanding immediately prior to the Effective Time was assumed and converted
into a time-vesting restricted stock unit award (a “SHBI RSU Award”) in respect of that number of shares of SHBI Common
Stock equal to the product of the total number of shares of TCFC Common Stock subject to a TCFC RSU Award multiplied by the Exchange Ratio
and continues to be subject to the same terms and conditions as were applicable under such TCFC RSU Award immediately prior to the Effective
Time (including vesting terms); and |
| · | Each performance-vesting restricted stock unit award in respect of a share of TCFC Common Stock (a “TCFC
PSU Award”) granted under the TCFC 2015 Plan that was outstanding immediately prior to the Effective Time was assumed and converted
into a SHBI RSU Award in respect of that number of shares of SHBI Common Stock equal to the product of the total number of shares of TCFC
Common Stock subject to the TCFC PSU Award multiplied by the Exchange Ratio. For purposes of the conversion into a SHBI RSU Award, the
total number of shares of TCFC Common Stock subject to each TCFC PSU Award is equal to the amount of TCFC Common Stock assuming performance
goals had been satisfied based on target performance as specified by the underlying TCFC PSU Award. Each resulting SHBI RSU Award will
generally be subject to the same terms and conditions as applied to the TCFC PSU Award immediately prior to the Effective Time, except
that the resulting SHBI RSU Award will no longer be subject to any performance conditions and will instead be subject only to time-based
vesting. |
This Registration Statement
on Form S-8 (“Registration Statement”) registers (i) 94,751 shares of SHBI Common Stock which may be issuable pursuant
to awards that were outstanding under the TCFC 2015 Plan at the Effective Time and (ii) an additional 603,676 shares of SHBI Common Stock
which may be issued pursuant to awards that may be granted under the TCFC 2015 Plan, in each case, that are being assumed by SHBI, in
accordance with, and subject to the terms and conditions of, an exception under Section 5635 of The Nasdaq Stock Market LLC Rules. Such
additional shares of SHBI Common Stock represent the remaining number of shares of TCFC Common Stock available for issuance under the
TCFC 2015 Plan immediately prior to the Effective Time, as appropriately adjusted to reflect the Merger.
PART I.
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information
and Employee Plan Annual Information.
The documents containing the
information specified in Part I of this Registration Statement have been or will be sent or given to employees as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Securities Act”). Such documents are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424. Such documents and documents incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously
or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
| · | The Registrant’s Current Reports on Form 8-K (other than those portions furnished under Items 2.02,
7.01 and 9.01 of Form 8-K), filed with the Commission on December 14, 2022, February 8, 2023, March 7, 2023, May 3, 2023, May 25, 2023,
June 20, 2023, July 3, 2023; and |
All documents subsequently
filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof,
and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof
from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus
to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing
in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Maryland General Corporation
Law (“MGCL”) permits a Maryland corporation to include in its articles a provision limiting the liability of its directors
and officers to the corporation and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper
benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material
to the cause of action. The Registrant’s amended and restated articles of incorporation (the “Charter”), and
amended and restated by-laws (the “By-Laws”), require the Registrant to indemnify its directors and officers to the
fullest extent required or permitted by Maryland law, including the advancement of expenses. The Charter also provides for the elimination
of personal liability of the Registrant’s directors and officers to the Registrant or its stockholders for money damages to the
fullest extent permitted by Maryland law.
The Registrant has provided
for indemnification of directors, officers, employees and agents in Section (a)(5) of Article Seven of the Charter. This provision of
the Charter reads as follows:
(5) The Corporation
shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent
required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under
the procedures and to the full extent permitted by law and (B) other employees and agents to such extent as shall be authorized by the
Board of Directors or the Corporation’s By-Laws and be permitted by law. The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary
to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such by-laws, resolutions
or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the
Charter of the Corporation or repeal of any of its provisions shall limit or eliminate the right to indemnification provided hereunder
with respect to acts or omissions occurring prior to such amendment or repeal.
The Registrant has limited
the liability of its directors and officers for money damages in Section (a)(6) of Article Seven of the Charter. This provision of the
Charter reads as follows:
(6) To the fullest
extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of the Corporation shall be
personally liable to the Corporation or its stockholders for money damages. No amendment of the Charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the limitation on liability provided to directors and officers hereunder with respect to
any act or omission occurring prior to such amendment or repeal.
Section 2-418 of the MGCL
provides that a Maryland corporation may indemnify any present or former director or officer or any individual who, while a director or
officer of the corporation and at the request of the corporation, has served another enterprise as a director, officer, partner, trustee,
employee or agent who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by the director or officer in connection with the proceeding, unless it is proved that (a) the
act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit
in money, property, or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. Notwithstanding the above, a director or officer may not be indemnified in respect of any proceeding,
by or in the right of the corporation, in which such director or officer will have been adjudged liable to the corporation or in respect
of any proceeding charging improper receipt of a personal benefit (except as described below). In addition, a corporation may not indemnify
a director or officer or advance expenses for a proceeding brought by that director or officer against the corporation, except for a proceeding
brought to enforce indemnification, or unless the articles, bylaws, resolution of the board of directors, or an agreement approved by
the board of directors expressly provides otherwise. Termination of any proceeding by judgment, order or settlement does not create a
presumption that the director or officer did not meet the requisite standard of conduct. Termination of any proceeding by conviction,
plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct. Indemnification is not permitted unless authorized for a specific
proceeding, after a determination that indemnification is permissible because the requisite standard of conduct has been met (1) by a
majority vote of a quorum consisting of directors not, at the time, parties to the proceeding (or a majority of a committee of one or
more such directors designated by the full board); (2) by special legal counsel selected by the board of directors by vote as described
in clause (1) of this paragraph (or a committee thereof); or (3) by the shareholders (other than shareholders who are also directors or
officers who are parties to the proceeding).
Section 2-418 of the MGCL
provides that a present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding
will be indemnified against reasonable expenses incurred by the director or officer in connection with the proceeding. A court of appropriate
jurisdiction upon application of a director or officer and such notice as the court will require may order indemnification in the following
circumstances: (1) if it determines a director or officer is entitled to reimbursement pursuant to a director’s or officer’s
success, on the merits or otherwise, in the defense of any proceeding, the court will order indemnification, in which case the director
or officer will be entitled to recover the expenses of securing such reimbursement; or (2) if it determines that a director or officer
is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, the court may order such indemnification
as the court deems proper. However, indemnification with respect to any proceeding by or in the right of the corporation or in which liability
has been adjudged in the case of a proceeding charging improper personal benefit to the director or officer, will be limited to expenses.
The reasonable expenses incurred
by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition
of the proceeding upon receipt by the corporation of both a written affirmation by the director or officer of his or her good faith belief
that the standard of conduct necessary for indemnification by the corporation has been met, and a written undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined that the standard of conduct has not been met.
The indemnification and advancement
of expenses provided or authorized by Section 2-418 are not exclusive of any other rights to which a director or officer may be entitled
both as to action in his or her official capacity and as to action in another capacity while holding such office.
Pursuant to Section 2-418
of the MGCL, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who, while serving in such capacity, is or was at the request of the corporation serving as a director, officer,
partner, trustee, employee or agent of another corporation or legal entity or of an employee benefit plan, against any liability asserted
against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the corporation
would have the power to indemnify against liability under Section 2-418. A corporation may provide similar protection, including a trust
fund, letter of credit or surety bond, which is not inconsistent with Section 2-418. A subsidiary or an affiliate of the corporation may
provide the insurance or similar protection.
As permitted under Section
2-418 of the MGCL, the Registrant has purchased and maintains insurance on behalf of its directors and officers against any liability
asserted against such directors and officers in their capacities as such, whether or not the Registrant would have the power to indemnify
such persons under the provisions of Maryland law governing indemnification.
Section 18(k) of the Federal
Deposit Insurance Act (the “FDI Act”) provides that the FDIC may prohibit or limit, by regulation or order, payments
by any insured depository institution or its holding company for the benefit of directors and officers of the insured depository institution,
or others who are or were “institution-affiliated parties,” as defined under the FDI Act, to pay or reimburse such person
for any liability or legal expense sustained with regard to any administrative or civil enforcement action which results in a final order
against the person. The FDIC has adopted regulations prohibiting, subject to certain exceptions, insured depository institutions, their
subsidiaries and affiliated holding companies from indemnifying officers, directors or employees for any civil money penalty or judgment
resulting from an administrative or civil enforcement action commenced by any federal banking agency, or for that portion of the costs
sustained with regard to such an action that results in a final order or settlement that is adverse to the director, officer or employee.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit No. |
Document |
| |
|
| 4.1 |
Amended and Restated Articles of Incorporation of Shore Bancshares, Inc.(1) |
| 4.2 |
Articles Supplementary relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A(2) |
| 4.3 |
Articles Supplementary relating to the reclassification of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, as common stock(3) |
| 4.4 |
Articles of Amendment of the Amended and Restated Articles of Incorporation of Shore Bancshares, Inc., effective as of July 1, 2023(4) |
| 4.5 |
Form of Common Stock Certificate of Shore Bancshares, Inc.(5) |
| 4.6 |
The Community Financial Corporation 2015 Equity Compensation Plan(6) |
| 5.1 |
Opinion of Holland & Knight LLP |
| 23.1 |
Consent of Holland & Knight LLP (included in the opinion filed as Exhibit 5.1 and incorporated herein by reference) |
| 23.2 |
Consent of Yount, Hyde & Barbour, P.C. |
| 24 |
Power of Attorney (contained on signature page) |
| 107 |
Filing Fee Table |
| (1) |
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on December 14, 2000 |
| (2) |
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Commission on January 13, 2009 |
| (3) |
Incorporated by reference to Exhibit 3.1(i) of the Registrant’s Form 8-K filed with the Commission on June 17, 2009 |
| (4) |
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Commission on July 3, 2023 |
| (5) |
Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3, filed by the Registrant under the Securities Act with the Commission on June 25, 2010 |
| (6) |
Incorporated by reference to Appendix A in the Definitive Proxy Statement of The Community Financial Corporation filed with the Commission on March 25, 2015 |
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities 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. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fees” table in the effective Registration Statement;
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that
paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose of
determining any liability under the Securities Act, 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;
4. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 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 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; and
5. Insofar as indemnification
for liabilities arising under the Securities 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 Commission such indemnification
is against public policy as expressed in the Securities 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 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.
6. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to section 13(a) or 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.
7. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant
to the provisions described under Item 6 above, 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 Securities 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 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.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Easton, State of Maryland, on July 3, 2023.
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SHORE BANCSHARES, INC. |
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By: |
/s/ JAMES M. BURKE |
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James M. Burke |
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President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS,
that each individual whose signature appears below constitutes and appoints James M. Burke and Alan J. Hyatt his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and all 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed
in counterparts.
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.
| Signatures |
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Title |
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Date |
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| /s/ James m. burke |
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President and Chief Executive Officer
(Principal Executive Officer) |
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July 3, 2023 |
| James M. Burke |
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| /s/ TODD L. CAPITANI |
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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July 3, 2023 |
| Todd L. Capitani |
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| /s/ ALAN J. HYATT |
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Chairman of the Board of Directors |
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July 3, 2023 |
| Alan J. Hyatt |
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| /s/ AUSTIN J. SLATER, JR. |
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Vice Chairman of the Board of Directors |
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July 3, 2023 |
| Austin J. Slater, Jr. |
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| /s/ MICHAEL B. ADAMS |
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Director |
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July 3, 2023 |
| Michael B. Adams |
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| /s/ R. MICHAEL CLEMMER, JR. |
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Director |
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July 3, 2023 |
| R. Michael Clemmer, Jr. |
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| /s/ WILLIAM E. ESHAM, III |
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Director |
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July 3, 2023 |
| William E. Esham, III |
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| /s/ LOUIS P. JENKINS, JR. |
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Director |
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July 3, 2023 |
| Louis P. Jenkins,. Jr. |
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| /s/ DAVID S. JONES |
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Director |
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July 3, 2023 |
| David S. Jones |
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| /s/ JAMES A. JUDGE |
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Director |
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July 3, 2023 |
| James A. Judge |
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| /s/ CLYDE V. KELLY, III |
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Director |
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July 3, 2023 |
| Clyde V. Kelly, III |
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| /s/ JOHN A. LAMON, III |
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Director |
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July 3, 2023 |
| John A. Lamon, III |
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| /s/ FRANK E. MASON, III |
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Director |
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July 3, 2023 |
| Frank E. Mason, III |
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| /s/ REBECCA M. MCDONALD |
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Director |
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July 3, 2023 |
| Rebecca M. McDonald |
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| /s/ DAVID W. MOORE |
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Director |
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July 3, 2023 |
| David W. Moore |
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| /s/ MARY TODD PETERSON |
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Director |
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July 3, 2023 |
| Mary Todd Peterson |
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| /s/ E. LAWRENCE SANDERS, III |
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Director |
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July 3, 2023 |
| E. Lawrence Sanders, III |
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| /s/ JOSEPH V. STONE, JR. |
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Director |
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July 3, 2023 |
| Joseph V. Stone, Jr. |
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| /s/ ESTHER A. STREETE |
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Director |
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July 3, 2023 |
| Esther A. Streete |
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| /s/ KONRAD M. WAYSON |
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Director |
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July 3, 2023 |
| Konrad M. Wayson |
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| /s/ DAWN M. WILLEY |
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Director |
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July 3, 2023 |
| Dawn M. Willey |
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Exhibit 5.1
800 17th Street N.W., Suite 1100 | Washington, DC 20006 | T 202.955.3000
| F 202.955.5564
Holland & Knight LLP | www.hklaw.com
July 3, 2023
Board of Directors
Shore Bancshares, Inc.
18 E. Dover Street
Easton, Maryland 21601
| Re: | Registration Statement on Form S-8 of Shore Bancshares, Inc. |
Ladies and Gentlemen:
In connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”) of (i) 94,751 shares of common stock, $0.01 par
value per share, of Shore Bancshares, Inc. (the “Company”) issuable upon
vesting and settlement, as applicable, of equity awards previously granted under The Community Financial Corporation 2015 Equity Compensation
Plan (the “TCFC 2015 Plan”), which were converted into equity awards of the Company in accordance with the terms of
an Agreement and Plan of Merger, dated as of December 14, 2022, by and between the Company and The Community Financial Corporation, a
Maryland corporation (the “Merger Agreement”) and (ii) 603,676 additional shares of Common Stock, par value $0.01 per
share, of the Company issuable under the TCFC 2015 Plan (such shares issuable under the TCFC 2015 Plan as described in the foregoing (i) and
(ii), the “Securities”), we as your counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon
the basis of such examination, it is our opinion that when the registration statement relating to the Securities (the “Registration
Statement”) has become effective under the Securities Act, the terms of the issuance of the Securities have been duly established
in conformity with the Company’s Amended and Restated Articles of Incorporation and the TCFC 2015 Plan so as not to violate any
applicable law or result in a default under or breach of any agreement or instrument binding on the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been
duly issued and sold as contemplated by the Registration Statement and the TCFC 2015 Plan, the Securities will be validly issued, fully
paid and nonassessable.
In
rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement
or any related prospectus or other offering material relating to the offer and sale of the Securities.
The
foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Maryland, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We
have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed
by us to be responsible.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Sincerely yours,
/s/ Holland & Knight LLP
HOLLAND & KNIGHT LLP
Exhibit
23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation
by reference in this Registration Statement on Form S-8 of Shore Bancshares, Inc. of our report dated March 30, 2023, relating to the
consolidated financial statements of Shore Bancshares, Inc., appearing in the Annual Report on Form 10-K of Shore Bancshares, Inc. for
the year ended December 31, 2022.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
July 3, 2023
Exhibit 107
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
Shore Bancshares, Inc.
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
| |
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| Security Type |
|
Security
Class
Title
|
|
Fee
Calculation
Rule |
|
Amount
Registered (1) |
|
Proposed
Maximum
Offering
Price Per
Unit(3) |
|
Maximum
Aggregate
Offering
Price(3)
|
|
Fee
Rate
|
|
Amount of
Registration
Fee |
| Equity |
|
Common Stock, par value $0.01 per share |
|
Other |
|
698,427 (2) |
|
$11.91 |
|
$8,318,265.57 |
|
0.00011020 |
|
$916.67 |
| Total Offering Amounts |
|
|
|
$8,318,265.57 |
|
|
|
$916.67 |
| Total Fee Offsets |
|
|
|
|
|
|
|
— |
| Net Fee Due |
|
|
|
|
|
|
|
$916.67 |
| (1) | Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover
any additional shares of common stock, par value $0.01 per share (the “Common Stock”) of Shore Bancshares, Inc. (“SHBI”
or the “Registrant”) which may become issuable under the plan listed in footnote 2 below by reason of any stock split,
stock dividend, recapitalization, or other similar transaction effected without consideration which results in the increase in the number
of outstanding shares of Common Stock. |
| (2) | Represents
(i) 94,751 shares of Common Stock issuable upon the exercise or vesting, as applicable, of equity awards issued pursuant to The Community
Financial Corporation 2015 Equity Compensation Plan (the “TCFC 2015 Plan”), which equity awards were converted into
equity awards in respect of Common Stock pursuant to that certain Agreement and Plan of Merger, dated as of December 14, 2022, by and
between the Registrant and The Community Financial Corporation, a Maryland corporation and (ii) 603,676 shares of Common Stock under
the TCFC 2015 Plan, representing shares available for grant under TCFC 2015 Plan that are being assumed by the Registrant pursuant to
Section 5635 of The Nasdaq Stock Market LLC Rules. |
| (3) | Estimated solely for purpose of
calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price
per share and proposed maximum aggregate offering price are based on the reported average of the high and low prices of Common Stock
as reported on the Nasdaq Global Select Market on June 29, 2023. |
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