Old Line Bancshares 8k 12-20-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

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 15, 2005

Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)


Maryland
000-50345
20-0154352
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

 
2995 Crain Highway
 
 
Waldorf, Maryland
20601
 
(Address of Principal Executive Offices)
(Zip Code)


Registrant’s Telephone Number, Including Area Code: 301-645-0333

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:

 
____
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 CRF 240.14a-12)
     
 
____
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
(17 SFR 240.14d-2 (b))
     
 
____
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
   
(17 CFR 240.13e- 4 (c))





ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 15, 2005, Old Line Bancshares, Inc.’s (the “Registrant”) Board of Directors approved an additional $105,000 capital contribution to Pointer Ridge Office Investment, LLC (“Pointer Ridge”). The Registrant’s total capital contribution after the injection of this $105,000 capital contribution is approximately $837,436.

On July 22, 2004, Old Line Bancshares, Inc. executed an Operating Agreement as a member with unaffiliated parties, Lucente Enterprises, Inc., and Chesapeake Custom Homes, LLC, as members, and Chesapeake Pointer Ridge Manager, LLC, as manager, to establish Pointer Ridge Office Investment, LLC (“Pointer Ridge”). After the injection of the additional capital, the members’ ownership of Pointer Ridge remains as follows:

 
Unaffiliated parties
25.0%
 
Lucente Enterprises, Inc.
12.5%
 
Chesapeake Custom Homes, LLC
12.5%
 
Old Line Bancshares, Inc.
50.0%

Mr. Frank Lucente, Vice Chairman and a member of the Board of Directors of Old Line Bancshares, Inc., is the President and majority owner of Lucente Enterprises, Inc. Lucente Enterprises, Inc. is the manager and majority member of Chesapeake Custom Homes, LLC and Chesapeake Pointer Ridge Manager, LLC.

The purpose of Pointer Ridge is to acquire, own, hold for profit, sell, assign, transfer, operate, lease, develop, mortgage, refinance, pledge and otherwise deal with real property located at the intersection of Pointer Ridge Road and Route 301 in Bowie, Maryland. Pointer Ridge has acquired the property and is in the process of constructing a commercial office building containing approximately 40,000 square feet. Old Line Bancshares, Inc. plans to lease approximately 50% of this building for its main office (moving its existing main office from Waldorf, Maryland) and a branch of Old Line Bank. On August 26, 2004, Old Line Bancshares, Inc. transferred its initial $550,000 capital contribution to Pointer Ridge and on September 16, 2005 Old Line Bancshares, Inc. transferred an additional $182,500 capital contribution. Pointer Ridge has used the funds from the capital contributions of its members to pay costs associated with constructing the building.



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.



 
OLD LINE BANCSHARES, INC.
   
   
December 20, 2005
By: /s/James W. Cornelsen
 
James W. Cornelsen, President
 
 

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