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CRRB > SEC Filings for CRRB > Form 8-K on 7-May-2012All Recent SEC Filings

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Form 8-K for CARROLLTON BANCORP


7-May-2012

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.

On May 7, 2012, Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Service Partners Fund I, LLC entered into the First Amendment ("Amendment") to Agreement and Plan of Merger dated as of April 8, 2012 (the "Merger Agreement"). The Amendment, among other things:

· Extends the time required for the filing of a preliminary proxy statement with the Securities and Exchange Commission ("SEC") to no later than 60 days from the date of the Merger Agreement;

· Extends the time required for the filing of initial regulatory filings with governmental authorities to no later than 60 days from the date of the execution of the Merger Agreement; and

· Amends the section of the Merger Agreement addressing the continuing liability of the parties following termination of the Merger Agreement to reflect the parties' intent that such provision be mutual.

The preceding summary of the principal terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Report as Exhibit 2.1 and incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

           Exhibit                            Description

           2.1         First Amendment to Agreement and Plan of Merger, dated as
                     of May 7, 2012, by and among Carrollton Bancorp, Jefferson
                     Bancorp, Inc. and Financial Services Partners Fund I, LLC.

Important Information for Investors and Stockholders

This Report relates to a proposed merger between Carrollton Bancorp and Jefferson Bancorp, Inc. that will become the subject of a proxy statement, to be filed by Carrollton Bancorp with the SEC. This Report is not a substitute for the proxy statement that Carrollton Bancorp will file with the SEC or any other document that Carrollton Bancorp may file with the SEC or that Carrollton Bancorp or Jefferson Bancorp, Inc. may send to its stockholders in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO STOCKHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All documents, when filed, will be available in the case of Carrollton Bancorp, free of charge at the SEC's website (www.sec.gov) or by directing a request to Carrollton Bancorp through Mark Semanie, at 410-536-7308 and, in the case of Jefferson Bancorp, Inc., by directing a request to Kevin Cashen at 410-427-3707.

Participants in the Solicitation

CARROLLTON BANCORP, JEFFERSON BANCORP, INC. and their respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the stockholders of Carrollton Bancorp. A list of the names of those directors and executive officers and descriptions of their interests in Carrollton Bancorp will be contained in the proxy statement which will be filed by Carrollton Bancorp with the SEC. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the proxy statement when it becomes available.


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