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
3, 2005
FIRST
MARINER BANCORP
(Exact
name of Registrant as specified in Charter)
|
Maryland |
000-21815 |
52-1834860 |
|
(State
or other Jurisdiction |
(Commission
File Number) |
(IRS
Employer Identification |
|
of
incorporation) |
|
No.) |
3301
Boston Street, Baltimore, MD 21224
(Address
of Principal Executive Offices/Zip Code)
Registrant's
telephone number, including area code: (410)
342-2600
Not
Applicable
(Former
name or former address of Registrant, 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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
3.02 Unregistered Sales of Equity Securities
On May 3,
2005, Edwin F. Hale, Sr., the Chairman and Chief Executive Officer of First
Mariner Bancorp (the “Company”), exercised warrants to purchase 408,839 shares
of the Company’s common stock, par value $.05 per share, at an exercise price
for $9.09 per share, for an aggregate consideration of $3,716,347. The warrants
were issued on May 22, 1995 and August 1, 1995 in connection with the Company’s
private placement offerings of shares of its common stock to the initial
investors in the Company.
The
common stock issued upon exercise of the warrants was offered and sold without
registration under the Securities Act of 1933 (the “Securities Act”) in reliance
upon the exemption provided by Section 4(2). The shares issued pursuant to this
warrant exercise were registered for resale on a Registration Statement on Form
S-3 (File No. 333-107670) filed with the Securities Exchange Commission and
declared effective August 27, 2003.
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.
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FIRST MARINER
BANCORP |
|
|
|
| Date: May 5, 2005 |
By: |
/s/ Joseph A. Cicero |
| |
Joseph
A. Cicero |
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