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) December
19, 2005
FIRST
MARINER BANCORP
(Exact
name of Registrant as specified in Charter)
|
Maryland
|
000-21815
|
52-1834860
|
|
(State
or other Jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
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
1.01. Entry into a Material Definitive Agreement
On
December 19, 2005, the Compensation Committee (the “Committee”) of the Board of
Directors of First Mariner Bancorp (the “Company”) approved an immediate
acceleration of the vesting for all unvested stock options previously awarded
to
employees, officers and directors. The accelerated options were issued under
previously approved Stock Option and Long Term Incentive plans. The Committee
made the decision to immediately vest these options based in part on the
issuance of SFAS No. 123R, “Share-based payment”. Absent the acceleration of
these options, upon adoption of SFAS No. 123R on January 1, 2006 the Company
would have been required to recognize approximately $500,000 in pre-tax
compensation expense from these options over their remaining vesting terms
(through January 2007). By vesting all previously unvested options now, the
stock-based compensation expense under SFAS No. 123R will only be reflected
in
the Company’s footnote disclosures for 2005.
Employees,
officers and directors may benefit from the accelerated vesting of their stock
options in the event they terminate their employment with or service to the
Company prior the completion of the original vesting terms, as they would have
the ability to exercise certain options that would have otherwise been
forfeited. Currently, however, only 1,000 of the 258,000 options on which
vesting was accelerated have exercise prices below the current market value
of
First Mariner Bancorp Common Stock. The compensation committee considered the
potential positive impact on employee morale, retention, and the perception
of
value in making its decision.
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.
| |
|
|
| |
FIRST
MARINER BANCORP |
|
|
|
| Date: December
22, 2005 |
By: |
/s/ Joseph
Cicero |
| |
Joseph
Cicero |
| |
President |