Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 29 2021 - 10:58AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 29, 2021
Registration
No. 333-232280
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT NO. 333-232280
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. 2019 Equity 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. 333-232280), filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 21, 2019, pertaining to the registration of 500,000 shares of common stock, par value $0.01 per
share (the “Common Stock”), of the Company issuable under the Severn Bancorp, Inc. 2019 Equity 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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