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): March
28, 2006
Bay
National Corporation
(Exact
name of registrant as specified in its charter)
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Maryland
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000-51765
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52-2176710
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(State
or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2328
West Joppa Road, Lutherville, Maryland
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21093
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(Address
of principal executive offices)
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(Zip
Code)
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(410)
494-2580
(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 obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
[
]
Written
communications 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))
BAY
NATIONAL CORPORATION
CURRENT
REPORT ON FORM 8-K
ITEM
5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On
March
28, 2006, the Board of Directors of Bay National Corporation (the “Company”)
appointed R. Michael Gill to its Board of Directors, and the Board of Director
of Bay National Bank appointed Mr. Gill to its Board of Directors.
Mr.
Gill
is chairman of Curtis Engine, a Baltimore-based locally owned and operated
provider of power solutions equipment and he has served in that capacity since
January 2006. In 2003, Mr. Gill formed Hoyt Capital, an investment firm that
provides capital and business advising to start-up and existing enterprises.
For
sixteen years, beginning in 1984, he served as CEO of AMERICOM, a provider
of
cellular products and services. In 2000, AMERICOM was acquired by Solectron,
a
leader in the electronics manufacturing sector. Following the acquisition,
Mr.
Gill served as Vice President for Business Development in the Global Services
Division of Solectron until December 2002.
Mr.
Gill
is an alumnus of Towson University where he received an honorary Doctor of
Humane Letters degree in 1996. In May 2005, he received Towson University’s
Distinguished Alumnus Award. Prior to transferring to Towson University, Mr.
Gill attended Clemson University, which recently named him to its President’s
Advisory Board. He also serves on the board of Corporate Printing Solutions.
In
2004, Governor Robert L. Ehrlich, Jr. appointed Mr. Gill to a five-year term
on
the Board of Regents of the University System of Maryland, a public system
of
higher education comprised of 11 degree-granting and two research
institutions.
The
Board
of Directors expects that Mr. Gill will serve as Chairman of the Business
Development & Marketing Committee of Bay National Bank .
Mr.
Gill
was not appointed to the Board pursuant to any arrangement or understanding
between him and any other persons, and Mr. Gill has not entered into any related
party transactions with the Company since the beginning of the Company’s last
fiscal year and is not party to any currently proposed transactions with the
Company. Mr. Gill is the brother of director Gary T. Gill.
Mr.
Gill
will be compensated for serving as director pursuant to the Company’s Director
Compensation Policy, the terms of which have previously been disclosed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
BAY
NATIONAL CORPORATION
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Date: March
28, 2006
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By:
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/s/
Hugh W. Mohler
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By:
Hugh W. Mohler
Title:
President
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