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): January 26, 2005 ------------------ Bay National Corporation ------------------------ (Exact Name of Registrant as Specified in its Charter) Maryland 333-87781 52-2176710 -------- --------- ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 2328 West Joppa Road Lutherville, Maryland 21093 ---------------------------------------------------------------- (Address of Principal Executive Offices)(Zip Code) Registrant's Telephone Number, Including Area Code: 410/494-2580 --------------- 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On January 25, 2005, Bay National Corporation (the "Registrant") announced its earnings for the three months and the year ended December 31, 2004. For further information, reference is made to the Registrant's press release, dated January 25, 2005, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The attached press release is furnished pursuant to this Item 2.02 of Form 8-K. ITEM 7.01. REGULATION FD DISCLOSURE. On January 25, 2005, the Registrant announced its earnings for the three months and the year ended December 31, 2004. For further information, reference is made to the Registrant's press release, dated January 25, 2005, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The attached press release is furnished pursuant to this Item 9 of Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: 99.1 Press Release dated January 25, 2005. 2 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. BAY NATIONAL CORPORATION Date January 26, 2005 By: /s/ Hugh W. Mohler ---------------------- Hugh W. Mohler, President 3