Maryland	52-2176710
(State of Incorporation)	(IRS Employer Identification No.)

 

	Copies to:
Hugh W. Mohler	Frank C. Bonaventure, Jr., Esquire
Chairman, President and	Ober, Kaler, Grimes & Shriver
Chief Executive Officer	120 E. Baltimore Street
Bay National Corporation	Baltimore, Maryland 21202
2328 West Joppa Road	(410) 685-1120
Lutherville, Maryland 21093
410-494-2580
(Name, Address and Telephone Number of Agent for Service)

 

Title of securities  to be registered		Amount to be registered(1)(2)			Proposed maximum offering price per share(3)(4)			Proposed maximum aggregate offering price(4)			Amount of registration fee
Common Stock, $0.01 par value			253,750 shares		$	16.755		$	4,251,581.25		$	130.53

(1)	Also registered hereunder are such additional number of shares of Common Stock, presently indeterminable, as may be necessary to satisfy the anti-dilution provisions of the Stock Incentive Plan to which this Registration Statement relates pursuant to Rule 416(a).

 

 

 

 

(2)

In addition to the shares being registered by this registration statement, pursuant to Rule 429 under the Securities Act of 1933 this registration statement also relates to shares of Common Stock issuable pursuant to the Registrant’s Stock Option Plan (but which are not issued pursuant to awards under such plan) for which a Registration Statement on Form S-8, File No. 333-69428, is currently effective. A registration fee of $363.75 was paid registering 200,000 shares of Common Stock. Pursuant to Rule 429 under the Securities Act of 1933, 53,750 of such shares are being carried forward pursuant to this registration statement.

(3)	Calculated on the basis of the average of the high and low sale prices of the Registrant’s Common Stock as reported on June 4, 2007 on the Nasdaq Capital Market which date is within 5 business days prior to the date of the filing of this Registration Statement.

(4)	Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h).

4.1	Bay National Corporation 2007 Stock Incentive Plan

(i)	Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

Include any additional or changed material information on the plan of distribution; provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.