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): April 22, 2005 -------------- Bay National Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 333-87781 52-2176710 -------- --------- ---------------- (State of Incorporation) (Commission (I.R.S. Employer File Number) 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 7.01. Regulation FD Disclosure On April 22, 2005, Bay National Corporation included the letter from its chairman of the board attached hereto as Exhibit 99.1 with its 2004 annual report to stockholders. The letter from the chairman of the board is furnished pursuant to this Item 7.01 of Form 8-K. ITEM 9.01. Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits: 99.1 Letter to Stockholders from Chairman of the Board 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: April 22, 2005 By: /s/ Hugh W. Mohler ---------------------------- Hugh W. Mohler, President 2