S-8 POS 1 wsbs8.htm WSB HOLDINGS, INC. S-8 POS wsbs8.htm
 
 
Registration No. 333-176535
 
As filed with the Securities and Exchange Commission on May 22, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WSB Holdings, Inc.
 (Exact name of registrant as specified in its charter)

Delaware
26-1219088
 (State of Incorporation)
(I.R.S Employer Identification No.)
   
c/o Old Line Bancshares, Inc.
1525 Pointer Ridge Place
Bowie, Maryland 20716
(Address of Principal Executive Offices and Zip Code)

WSB Holdings, Inc. 2011 Equity Incentive Plan
(Full title of the plan)
 
  Copies to:
James W. Cornelsen
Frank C. Bonaventure, Jr., Esquire
President and Chief Executive Officer
Ober, Kaler, Grimes & Shriver
Old Line Bancshares, Inc.
100 Light Street
1525 Pointer Ridge Place
Baltimore, MD 21202
Bowie, MD 20716
(410) 347-7305
(301) 430-2500
 
(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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer  o
 
Non-accelerated filer  o (Do not check if a smaller reporting company)
 Smaller reporting company x

 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
Explanatory Note

This Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the “Registration Statement”):

Registration Statement No. 333-176535 registering 500,000 shares of WSB Holdings, Inc. common stock, par value $.0001 per share (WSB Holdings Common Stock) in connection with the WSB Holdings, Inc. 2011 Equity Incentive Plan.

Pursuant to the Agreement and Plan of Merger, dated as of September 10, 2012, as amended, by and between Old Line Bancshares, Inc. and WSB Holdings, Inc., WSB Holdings, Inc. merged with and into Old Line Bancshares, Inc. with WSB Holdings, Inc. ceasing to exist and Old Line Bancshares, Inc. continuing as the surviving corporation.  The merger became effective at 7:00 p.m. on May 10, 2013.

Upon the closing of the merger, each outstanding share of WSB Holdings Common Stock was converted into the right to receive either (i) approximately $6.07 in cash or (ii) .5570 of a share of Old Line Bancshares, Inc. common stock.   Shares of WSB Holdings Common Stock are no longer listed on the NASDAQ Stock Market LLC.

As a result of the merger, WSB Holdings, Inc. has terminated all offerings of securities pursuant to the Registration Statement.  In accordance with the undertaking made by WSB Holdings, Inc. in the Registration Statement to remove from registration by means of a post-effective amendment any of its securities being registered under the Registration Statement that remain unsold at the termination of the offering, Old Line Bancshares, Inc. (as successor to WSB Holdings, Inc.) hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of WSB Holdings Common Stock originally reserved for issuance under the plan covered by the Registration Statement and registered under the Registration Statement, which remain unsold or unissued as of the date hereof.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Old Line Bancshares, Inc. (as successor to WSB Holdings, Inc.) 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 post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Bowie, State of Maryland, on May 22, 2013.


 
OLD LINE BANCSHARES, INC.
 
 (as successor to WSB Holdings, Inc.)
   
   
By:
 /s/ James W. Cornelsen
 
James W. Cornelsen,
 
President and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated:

Name
Title
Date
     
     
/s/James W. Cornelsen
Director, President and
 
James W. Cornelsen
Chief Executive Officer
May 22, 2013
 
(Principal Executive Officer)
 
     
/s/Mark A. Semanie
Chief Operating Officer, Acting
 
Mark A. Semanie
Chief Financial Officer
 
 
(Principal Accounting and
 
 
Financial Officer)
May 22, 2013
     
     
/s/Craig E. Clark
Director and
 
Craig E. Clark
Chairman of the Board
May 22, 2013
     
     
/s/G. Thomas Daugherty
Director
May 22, 2013
G. Thomas Daugherty
   
     
     
/s/Daniel W. Deming
Director
May 22, 2013
Daniel W. Deming
   
     
     
/s/James F. Dent
Director
May 22, 2013
James F. Dent
   
     
     
                                    
Director
May 22, 2013
Andre' J. Gingles
   
     
     
/s/William J. Harnett
Director
May 22, 2013
William J. Harnett
   
     
 
 
 
 
 

 

 
/s/Carla Hargrove McGill
Director
May 22, 2013
Carla Hargrove McGill
   
     
     
/s/Frank Lucente, Jr.
Director
May 22, 2013
Frank Lucente, Jr.
   
     
     
/s/Gail D. Manuel
Director
May 22, 2013
Gail D. Manuel
   
     
     
/s/John D. Mitchell
Director
May 22, 2013
John D. Mitchell
   
     
     
/s/Gregory S. Proctor, Jr.
Director
May 22, 2013
Gregory S. Proctor, Jr.
   
     
     
/s/Jeffrey A. Rivest
Director
May 22, 2013
Jeffrey A. Rivest
   
     
     
/s/Suhas R. Shah
Director
May 22, 2013
Suhas R. Shah
   
     
     
/s/John M. Suit, II
Director
May 22, 2013
John M. Suit, II
   
     
     
/s/Michael J. Sullivan
Director
May 22, 2013
Michael J. Sullivan
   
     
     
/s/Frank E. Taylor
Director
May 22, 2013
Frank E. Taylor