As filed with the Securities and Exchange Commission on July 29, 2013
Registration No. 333-178204
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to the
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Howard Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Maryland (State or Other Jurisdiction of Incorporation or Organization) |
6022 (Primary Standard Industrial Classification Code Number) |
20-3735949 (I.R.S. Employer Identification Number) |
6011 University Boulevard
Suite 370
Ellicott City, Maryland 21043
(410) 750-0020
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
Ms. Mary Ann Scully
President, Chief Executive Officer
and Chairman of the Board
Howard Bancorp, Inc.
6011 University Boulevard
Suite 370
Ellicott City, Maryland 21043
(410) 750-0020
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Frank C. Bonaventure, Esq.
Ober, Kaler, Grimes & Shriver, P.C.
100 Light Street
Baltimore, Maryland 21202
(410) 685-1120
Approximate date of commencement of proposed sale to the public: Sale to the public concluded on July 20, 2012.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o
If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
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. (Check one):
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o | Smaller reporting company x | |
| (Do not check if a smaller reporting company) |
This Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (No. 333-178204) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
Deregistration of Common Stock
This Post-Effective Amendment No. 2 corrects the deregistration information provided by Post-Effective Amendment No. 1 relating to the Registration Statement on Form S-1 (No. 333-178204) originally filed by Howard Bancorp, Inc. (the “Registrant”) with the Securities and Exchange Commission on November 28, 2011 (as amended, the “Registration Statement”). The following replaces the “Deregistration of Common Stock” disclosure set forth in Post-Effective Amendment No. 1:
The Registration Statement registered 1,323,894 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), including 1,150,891 shares for issuance by the Registrant pursuant to its offering of its Common Stock in its initial public offering and 173,003 shares registered for resale on behalf of the selling stockholder named therein. The Registrant sold an aggregate of 827,761 shares of Common Stock under the Registration Statement and the selling stockholder did not sell any shares of Common Stock under the Registration Statement.
In accordance with the undertaking made by the Registrant in the Registration Statement, the Registrant hereby amends the Registration Statement to deregister the 496,133 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ellicott City, State of Maryland on July 29, 2013.
| HOWARD BANCORP, INC. | |
| By: /s/ Mary Ann Scully | |
| Mary Ann Scully | |
| President, Chief Executive Officer and Director (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
|
/s/ Mary Ann Scully Mary Ann Scully |
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
July 29, 2013 | ||
|
* George C. Coffman |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 29, 2013 | ||
|
* Richard G. Arnold |
Director | July 29, 2013 | ||
|
* Nasser Basir |
Director | July 29, 2013 | ||
|
* Andrew E. Clark |
Director | July 29, 2013 | ||
|
* Arthur D. Ebersberger |
Director | July 29, 2013 | ||
|
* Philip W. Gibbs |
Director | July 29, 2013 | ||
|
* Robert J. Hartson |
Director | July 29, 2013 | ||
|
* Paul I. Latta, Jr. |
Director | July 29, 2013 | ||
|
* Barbara K. Lawson |
Director | July 29, 2013 | ||
|
* Kenneth C. Lundeen |
Director | July 29, 2013 | ||
|
* Robert N. Meyers |
Director | June 17, 2013 | ||
|
* Richard H. Pettingill |
Director | July 29, 2013 | ||
|
* Steven W. Sachs |
Director | July 29, 2013 | ||
|
* Donna Hill Staton |
Director | July 29, 2013 | ||
|
* Richard B. Talkin |
Director | July 29, 2013 |
| *By: | /s/ Mary Ann Scully |
Mary Ann Scully pursuant to power of attorney.