As filed with the Securities and Exchange Commission on October 3, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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TRI-COUNTY FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-1652138
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3035 LEONARDTOWN ROAD
WALDORF, MARYLAND 20604
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(Address of Principal Executive Offices)
TRI-COUNTY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
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(Full Title of the Plan)
MICHAEL L. MIDDLETON, PRESIDENT
TRI-COUNTY FINANCIAL CORPORATION
3035 LEONARDTOWN ROAD
WALDORF, MARYLAND 20604
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(Name and Address of Agent For Service)
(301) 843-0854
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
JAMES C. STEWART, ESQUIRE
STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock,
$.01 par value 11,624 (1) (2) $ 276,444 (2) $ 69.11
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(1) Consists of 9,600 additional shares issuable under Tri-County Financial
Corporation 1995 Stock Option Plan for Non-Employee Directors, As Amended
and 2,024 shares issuable under previously granted options as such amounts
may be increased in accordance with said plan in the event of a merger,
consolidation, recapitalization or similar event involving the Registrant.
(2) 9,600 shares being registered hereby are presently subject to option at an
exercise price of $26.65 per share ($255,840 in the aggregate) and 2,024
shares being registered hereby are presently subject to option at an
exercise price of $10.18 per share ($20,604 in the aggregate).
* * * * * * *
Note: This registration statement registers 11,624 additional shares of Common
Stock of the Registrant to be issued under the Tri-County Financial
Corporation 1995 Stock Option Plan for Directors, As Amended for which
to registration statements on Form S-8 (Commission File Nos. 333-2056
and 333-79237), have been filed and are effective. In accordance with
General Instruction E to Form S-8, this registration statement
incorporates by reference the contents of those registration statements.
* * * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Waldorf, State of Maryland, on this 25th day of
September, 2001.
TRI-COUNTY FINANCIAL CORPORATION
By: /s/ Michael L. Middleton
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Michael L. Middleton
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Tri-County Financial Corporation, hereby
severally constitute and appoint Michael L. Middleton, who may act, with full
power of substitution, our true and lawful attorney and agent, to do any and all
things in our names in the capacities indicated below which said Michael L.
Middleton who may act, may deem necessary or advisable to enable Tri-County
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of Tri-County Financial
Corporation common stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated below, the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said Michael L.
Middleton shall do or cause to be done by virtue thereof.
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 TITLE DATE
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By: /s/ Michael L. Middleton President, Chief Executive Officer September 25, 2001
--------------------------------- and Chairman of the Board
Michael L. Middleton (Principal Executive Officer)
By: /s/ William J. Pasenelli Chief Financial Officer September 25, 2001
--------------------------------- (Chief Financial and Accounting Officer)
William J. Pasenelli
By: /s/ C. Marie Brown Chief Operating Officer and Director September 25, 2001
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C. Marie Brown
By: /s/ H. Beaman Smith Secretary/Treasurer and Director September 25, 2001
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H. Beaman Smith
By: /s/ W. Edelen Gough, Jr. Director September 25, 2001
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W. Edelen Gough, Jr.
By: /s/ Catherine A. Askey Director September 25, 2001
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Catherine A. Askey
By: /s/ Louis P. Jenkins, Jr. Director September 25, 2001
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Louis P. Jenkins, Jr.
By: /s/ Herbert N. Redmond, Jr. Director September 25, 2001
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Herbert N. Redmond, Jr.
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5 Opinion of Stradley Ronon Stevens & Young, LLP
23.1 Consent of Stradley Ronon Stevens & Young, LLP
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Stegman & Company
24 Power of Attorney (contained in the signature page to
this registration statement)
99.1 Tri-County Financial Corporation 1995 Stock Option
Plan for Non-Employee Directors, As Amended
99.2 Form of Stock Option Agreement to be entered into
with Options granted under The Tri-County Financial
Corporation 1995 Stock Option Plan for Non-Employee
Directors, As Amended