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Prospectus CARROLLTON BANCORP - 5-7-2012

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Prospectus CARROLLTON BANCORP - 5-7-2012 Powered By Docstoc
					                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                                          WASHINGTON, DC 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) May 7, 2012


                                                      Carrollton Bancorp
                                                (Exact Name of Registrant as Specified in Charter)

                  Maryland                                         000-23090                                         52-1660951
         (State or Other Jurisdiction                           (Commission File                                   (IRS Employer
              of Incorporation)                                     Number)                                      Identification No.)

              7151 Columbia Gateway Drive, Suite A, Columbia, Maryland                                                 21046
                        (Address of Principal Executive Offices)                                                     (ZIP Code)

                                        Registrant’s telephone number, including area code (410) 312-5400

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:

 Written communications 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))
Item 1.01.           Entry into a Material Definitive Agreement .

         On May 7, 2012, Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Service Partners Fund I, LLC entered into the First
Amendment (“Amendment”) to Agreement and Plan of Merger dated as of April 8, 2012 (the “Merger Agreement”). The Amendment, among
other things:

               Extends the time required for the filing of a preliminary proxy statement with the Securities and Exchange Commission
                  (“SEC”) to no later than 60 days from the date of the Merger Agreement;
               Extends the time required for the filing of initial regulatory filings with governmental authorities to no later than 60 days
                  from the date of the execution of the Merger Agreement; and
               Amends the section of the Merger Agreement addressing the continuing liability of the parties following termination of the
                  Merger Agreement to reflect the parties’ intent that such provision be mutual.

         The preceding summary of the principal terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of
which is attached to this Report as Exhibit 2.1 and incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits .

    Exhibit                                                                 Description

    2.1            First Amendment to Agreement and Plan of Merger, dated as of May 7, 2012, by and among Carrollton Bancorp, Jefferson
                   Bancorp, Inc. and Financial Services Partners Fund I, LLC.

Important Information for Investors and Stockholders

This Report relates to a proposed merger between Carrollton Bancorp and Jefferson Bancorp, Inc. that will become the subject of a proxy
statement, to be filed by Carrollton Bancorp with the SEC. This Report is not a substitute for the proxy statement that Carrollton Bancorp will
file with the SEC or any other document that Carrollton Bancorp may file with the SEC or that Carrollton Bancorp or Jefferson Bancorp, Inc.
may send to its stockholders in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR
SENT TO STOCKHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT, AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER . All documents, when
filed, will be available in the case of Carrollton Bancorp, free of charge at the SEC’s website (www.sec.gov) or by directing a request to
Carrollton Bancorp through Mark Semanie, at 410-536-7308 and, in the case of Jefferson Bancorp, Inc., by directing a request to Kevin Cashen
at 410-427-3707.

Participants in the Solicitation

CARROLLTON BANCORP, JEFFERSON BANCORP, INC. and their respective directors and executive officers may be deemed under the
rules of the SEC to be participants in the solicitation of proxies from the stockholders of Carrollton Bancorp. A list of the names of those
directors and executive officers and descriptions of their interests in Carrollton Bancorp will be contained in the proxy statement which will be
filed by Carrollton Bancorp with the SEC. Stockholders may obtain additional information about the interests of the directors and executive
officers in the proposed transaction by reading the proxy statement when it becomes available.




                                                                        2
                                                                 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.


                                                                  CARROLLTON BANCORP


                                                                  By: /s/ Robert A. Altieri
                                                                  Name: Robert A. Altieri
Date: May 7, 2012                                                 Title: Chief Executive Officer and President


                                                                  By: /s/ Mark A. Semanie
                                                                  Name: Mark A. Semanie
                                                                  Title: Chief Financial Officer
Date: May 7, 2012




                                                                        3
                                                       EXHIBIT INDEX

Exhibit                                                            Description

2.1       First Amendment to Agreement and Plan of Merger, dated as of May 7, 2012, by and among Carrollton Bancorp, Jefferson
          Bancorp, Inc. and Financial Services Partners Fund I, LLC.



                                                               4
                                                                                                                                  EXHIBIT 2.1

                                                       FIRST AMENDMENT TO
                                                  AGREEMENT AND PLAN OF MERGER

 This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“ Amendment ”), dated as of May 7, 2012, is by and among
Carrollton Bancorp (“ Carrollton ”), a Maryland corporation, Jefferson Bancorp, Inc. (“ Jefferson ”), a Delaware corporation, and Financial
Services Partners Fund I, LLC, a Delaware limited liability company (each a “ Party ” and collectively, the “ Parties ”).

                                                                  RECITALS

 WHEREAS, the Parties entered into the Agreement and Plan of Merger dated as of April 8, 2012 (“ Agreement ”);

 WHEREAS, the Parties desire to amend the Agreement on the terms and conditions set forth herein.

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
hereby agree as follows:

 SECTION 1.                  Amendments .

 (a)      The reference to “30 days” in Section 7.03(a) of the Agreement is hereby deleted and replaced with “60 days.”

 (b)      The reference to “30 days” in Section 7.11(a) of the Agreement is hereby deleted and replaced with “60 days.”

 (c)      Section 9.02(c) is hereby deleted and replaced in its entirety with the following:

                  “Continuing Liability . In the event of termination of this Agreement and the abandonment of the Merger pursuant to this
                  ARTICLE IX, no party to this Agreement shall have any liability or further obligation to any other party hereunder except
                  (i) as set forth in Section 9.02(a), Section 9.02(b) and Section 10.01; and (ii) that termination will not relieve a breaching
                  party from liability or damages for any breach of this Agreement giving rise to such termination (except that in the event that
                  the Termination Fee is paid by Carrollton to Jefferson in accordance with Section 9.02(a) or by Jefferson to Carrollton in
                  accordance with Section 9.02(b), the payment of such Termination Fee shall be the sole and exclusive remedy for breaches of
                  this Agreement).”

 SECTION 2. Limited Effect . Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.
Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in
any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the
Agreement being sufficient to refer to the Agreement as amended hereby.
 SECTION 3. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an
original. Signatures of the Parties transmitted by facsimile or .pdf shall be deemed to have the same effectiveness as if they are original
signatures for all purposes.

 SECTION 4. Capitalized Terms . Unless otherwise provided, capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Agreement.

                                                         [Signature page follows]




                                                                    -2-
 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Agreement and Plan of Merger as of the date first above
written.



                                                                CARROLLTON BANCORP



                                                                By: /s/ Robert A. Altieri
                                                                   Name: Robert A. Altieri
                                                                   Title: President and Chief Executive Officer


                                                                JEFFERSON BANCORP, INC.


                                                                By: /s/ Kevin B. Cashen
                                                                    Name: Kevin B. Cashen
                                                                    Title: President and Chief Executive Officer


                                                                FINANCIAL SERVICES PARTNERS FUND I, LLC

                                                                  By: Hovde Acquisition I LLC,
                                                                      its Managing Member


                                                                By: /s/ Richard J. Perry, Jr.
                                                                   Name: Richard J. Perry, Jr.
                                                                   Title: Managing Member




                                Signature Page to First Amendment to Agreement and Plan of Merger

				
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