Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November 8, 2007
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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0-22345
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52-1974638
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(State
or other jurisdiction of
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(Commission
file number)
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(IRS
Employer
|
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incorporation
or organization)
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Identification
No.)
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18
East Dover Street, Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
(410)
822-1400
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Amendment
to By-Laws.
On
November 8, 2007, the Board of Directors of Shore Bancshares, Inc. (the
“Company”) amended the Company’s By-Laws to permit book-entry ownership of the
shares of its common stock. The amendment was necessary to ensure compliance
with The Nasdaq Stock Market’s rule change that requires the securities of
listed issuers to be eligible for participation in the Direct Registration
System, an alternative to physical certification, by January 1, 2008.
Specifically, the amendment replaced Article IV of the Bylaws with a version
that includes a new Section 3 permitting the Board of Directors to adopt a
system of issuance, recordation and transfer of shares of common stock by
electronic or other means not involving any issuance of certificates, including
provisions for notice to purchasers in substitution for any required statements
on certificates, and as may be required by applicable corporate securities
laws.
Any system so adopted will not become effective as to issued and outstanding
certificated shares until the related certificates have been surrendered to
the
Company for transfer, cancellation or exchange.
A
copy of
the amendment is attached hereto as Exhibit 3.2.
ITEM
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
3.2 First
Amendment to Amended and Restated By-Laws (filed herewith).
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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SHORE
BANCSHARES, INC.
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Dated:
November 13, 2007
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By:
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/s/
W. Moorhead Vermilye
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W.
Moorhead Vermilye
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President
and CEO
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EXHIBIT
INDEX
Exhibit
| 3.2 |
First Amendment to Amended and Restated
By-Laws (filed herewith). |