Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Oktober 2021 - 4:59PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 29, 2021
Registration No. 333-133242
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-133242
UNDER THE SECURITIES ACT OF 1933
Severn Bancorp, Inc.
(Exact name of
registrant as specified in its charter)
Maryland
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52-1726127
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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200 Westgate Circle, Suite 200
Annapolis, Maryland 21401
(410) 260-2000
(Address, including Zip Code, of Principal Executive
Offices)
Severn Bancorp, Inc. Stock Option and Incentive
Plan
(Full title of the plan)
Alan J. Hyatt
Chairman of the Board, President and Chief Executive Officer
Severn Bancorp, Inc.
200 Westgate Circle, Suite 200
Annapolis, Maryland 21401
(410) 260-2000
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Benjamin Azoff, Esq.
Gary Lax, Esq.
Luse Gorman, PC
5335 Wisconsin Avenue, NW, Suite 780
Washington, DC 20015
Telephone: (202) 274-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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 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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x
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Smaller reporting company
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x
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Emerging growth company
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¨
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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
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective
Amendment”), filed by Severn Bancorp, Inc., a Maryland corporation (the “Company”), relates to the Registration Statement
on Form S-8 (No. 333-133242), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 12, 2006, pertaining
to the registration of 158,400 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company issuable
under the Severn Bancorp, Inc. Stock Option and Incentive Plan previously filed by the Company (the “Registration Statement”)
with the SEC.
Pursuant to the terms and conditions of the Agreement and Plan of Merger,
dated as of March 3, 2021, between Shore Bancshares, Inc. (“SHBI”) and the Company, the Company will be merged with and
into SHBI on October 31, 2021, with SHBI as the surviving corporation.
In connection with the anticipated
filing by SHBI, as successor to the Company, of a Form 15 to suspend the Company’s
duty to file reports under the Securities Exchange Act of 1934, as amended, and in accordance with an undertaking made by the Company
in the Registration Statement 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 the
Common Stock of the Company registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has authorized
this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State
of Maryland, on October 29, 2021.
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SEVERN BANCORP, INC.
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By:
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/s/ Alan J. Hyatt
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Name: Alan J. Hyatt
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Title: Chairman of the Board, President and Chief Executive Officer
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Note: No other person is required to sign this Post-Effective Amendment
to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended
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