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<SEC-DOCUMENT>0001073307-03-000009.txt : 20030124
<SEC-HEADER>0001073307-03-000009.hdr.sgml : 20030124
<ACCEPTANCE-DATETIME>20030124162218
ACCESSION NUMBER:		0001073307-03-000009
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030121
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030124

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMITH MIDLAND CORP
		CENTRAL INDEX KEY:			0000924719
		STANDARD INDUSTRIAL CLASSIFICATION:	CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272]
		IRS NUMBER:				541727060
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13752
		FILM NUMBER:		03524352

	BUSINESS ADDRESS:	
		STREET 1:		ROUTE 28
		STREET 2:		P O BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
		BUSINESS PHONE:		5404393266

	MAIL ADDRESS:	
		STREET 1:		RT 28
		STREET 2:		PO BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k-030121.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004


                                    FORM 8-K


                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): January 21, 2003



                            SMITH-MIDLAND CORPORATION
             (Exact name of registrant as specified in its charter)


         DELAWARE                   1-13752                   54-1727060
(State or other jurisdiction      (Commission              (I.R.S. Employer
      of incorporation)           File Number)          Identification Number)


         ROUTE 28, P.O. BOX 300                                22728
           MIDLAND, VIRGINIA                                 (Zip Code)
(Address of principal executive offices)

                                 (540) 439-3266
              (Registrant's telephone number, including area code)


<PAGE>

ITEM 5.    OTHER EVENTS

           A.  Shareholders Rights Plan.
               ------------------------

           On January 21, 2003, the board of directors of our Company,
Smith-Midland Corporation, a Delaware corporation, declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share. The dividend is payable on February 11, 2003 to
the stockholders of record on February 11, 2003. The press release issued by the
Company announcing the declaration of the Rights dividend is attached as Exhibit
99.1 to this Form 8-K.

           For those interested in the specific terms of the Rights Agreement as
made between our Company and Computershare Trust Company, Inc., as rights agent,
on January 21, 2003 (the "Rights Agreement"), we provide the following summary
description. Please note, however, that this description is only a summary, and
is not complete, and should be read together with the entire Rights Agreement,
which has been filed as Exhibit 4.1 to this Current Report on Form 8-K. A copy
of the Rights Agreement is available free of charge from our Company.

           The Rights. Our board of directors authorized the issuance of a Right
with respect to each outstanding share of common stock on February 11, 2003. The
Rights will initially trade with, and will be inseparable from, the common
stock. The Rights are evidenced only by certificates that represent shares of
common stock. New Rights will accompany any new shares of common stock we issue
after February 11, 2003 until the distribution date described below.

           Exercise Price. Each Right will allow its holder to purchase from our
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock ("preferred share") for $8.00, once the Rights become exercisable. This
portion of a preferred share will give the stockholder approximately the same
dividend, voting, and liquidation rights as would one share of common stock.
Prior to exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.

           Exercisability.  The Rights will not be exercisable until

           -  10 days after the public announcement that a person or group has
              become an "Acquiring Person" by obtaining beneficial ownership of
              15% or more of our outstanding common stock, or, if earlier,

           -  10 business days (or a later date determined by our board of
              directors before any person or group becomes an Acquiring Person)
              after a person or group begins a tender or exchange offer which,
              if completed, would result in that person or group becoming an
              Acquiring Person.

           We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After the Distribution Date, the

                                       2

<PAGE>


Rights will separate from the common stock and be evidenced by book-entry
credits or by Rights certificates that we will mail to all eligible holders of
common stock. Any Rights held by an Acquiring Person are null and void and may
not be exercised.

           Our board of directors may reduce the threshold at which a person or
group becomes an Acquiring Person from 15% to not less than 10% of the
outstanding common stock.

           Excluded  Persons.  The  following  will be deemed  not to be an
Acquiring  Person:  (i) our Company,  (ii) any  subsidiary  of our Company,
(iii) any employee benefit plan of our Company or any subsidiary of our Company,
(iv) any entity holding shares of common stock of our Company for or pursuant to
the terms of any such plan or (v) Mr. Rodney I. Smith, his affiliates and
associates, his heirs, and any trust or foundation to which he has transferred
or may transfer common stock of our Company ("Rodney I. Smith").

           Consequences of a Person or Group Becoming an Acquiring Person.
           --------------------------------------------------------------

           -  Flip In. If a person or group becomes an Acquiring Person, all
              holders of Rights except the Acquiring Person may, for $8.00,
              purchase shares of our common stock with a market value of $16.00,
              based on the market price of the common stock prior to such
              acquisition.

           -  Flip Over. If our Company is later acquired in a merger or similar
              transaction after the Distribution Date (other than by Rodney I.
              Smith), all holders of Rights except the Acquiring Person may, for
              $8.00, purchase shares of the acquiring corporation with a market
              value of $16.00 based on the market price of the acquiring
              corporation's stock, prior to such merger.

           Preferred Share Provisions.
           --------------------------

           Each one one-hundredth of a preferred share, if issued:

           -   will not be redeemable.

           -  will entitle holders to quarterly dividend payments of $.01, or an
              amount equal to the dividend paid on one share of common
              stock, whichever is greater.

           -  will entitle holders upon liquidation either to receive $1 or an
              amount equal to the payment made on one share of common
              stock, whichever is greater.

           -  will have the same voting power as one share of common stock.

           -  if shares of our common stock are exchanged via merger,
              consolidation, or a similar transaction, will entitle holders to a
              per share payment equal to the payment made on one share of common
              stock.

                                       3

<PAGE>


           The value of one one-hundredth interest in a preferred share should
approximate the value of one share of common stock.

           Expiration.  The Rights will expire on January 20, 2013.

           Redemption. Our board of directors may redeem the Rights for $.001
per Right at any time before any person or group becomes an Acquiring Person. If
our board redeems any Rights, it must redeem all of the Rights. Once the Rights
are redeemed, the only right of the holders of Rights will be to receive the
redemption price of $.001 per Right. The redemption price will be adjusted if we
have a stock split or pay stock dividends on our common stock.

           Exchange. After a person or group becomes an Acquiring Person, but
before an Acquiring Person owns 50% or more of our outstanding common stock, our
board of directors may extinguish the Rights by exchanging one share of common
stock or an equivalent security for each Right, other than Rights held by the
Acquiring Person.

           Anti-Dilution Provisions. Our board of directors may adjust the
purchase price of the preferred shares, the number of preferred shares issuable
and the number of outstanding Rights to prevent dilution that may occur from a
stock dividend, a stock split or a reclassification of the preferred shares or
common stock. No adjustments to the exercise price of less than 1% will be made.

           Amendments. The terms of the share purchase rights plan may be
amended by our board of directors without the consent of the holders of the
Rights. However, our board may not amend the share purchase rights plan to lower
the threshold at which a person or group becomes an Acquiring Person to below
10% of our outstanding common stock. In addition, the board may not cause a
person or group to become an Acquiring Person by lowering this threshold below
the percentage interest that such person or group already owns. After a person
or group becomes an Acquiring Person, our board may not amend the agreement in a
way that adversely affects holders of the Rights.

        B.   Amended By-Laws.
             ---------------

             On January 21, 2003, our board of directors adopted new By-Laws, to
replace the previous By-Laws of our Company. The new By-Laws are different
from the prior By-Laws in a number of respects, including, without limitation:
(1) the new By-Laws do not permit stockholders to call Special Meetings (Section
2.2); (2) the new By-Laws provide that no business may be entertained at a
Stockholders Meeting other than as set forth in the Notice of Meeting (Section
2.4); (3) the new By-Laws provide for advance notice of director nominations by
stockholders (Section 2.7); and (4) the new By-Laws provide procedural
protections in the event that stockholders seek to act by written consent
(Sections 2.10 and 2.11). Reference is made to Exhibit 3.1 hereto, which is
incorporated herein by reference, for the complete By-Laws.

                                       4

<PAGE>


        C.   New Chief Financial Officer.
             ---------------------------

             On January 22, 2003, John K. Johnson commenced employment as
Chief Financial Officer of our Company, replacing the then current Chief
Financial Officer. For a description of Mr. Johnson, reference is made to the
Press Release dated January 23, 2003, which press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

           (c)    Exhibits.

           3.1    By-Laws of Smith-Midland Corporation adopted on January 21,
                  2003 (incorporated by reference to Exhibit 3.2 to
                  Smith-Midland Corporation's Form 8-A filed on January 24,
                  2003).

           4.1    Rights Agreement, dated as of January 21, 2003 between
                  Smith-Midland Corporation and Computershare Trust Company,
                  Inc., as rights agent, including the Form of Certificate of
                  Designations, the Form of Rights Certificate and the Summary
                  of Rights to Purchase Preferred Shares attached thereto as
                  Exhibits A, B, and C, respectively (incorporated by reference
                  to Exhibit 4.1 to Smith-Midland Corporation's Form 8-A filed
                  on January 24, 2003).

           99.1   Press Release dated January 23, 2003 related to Shareholders
                  Right Plan.

           99.2   Press Release dated January 23, 2003 related to the new Chief
                  Financial Officer.

                                       5


<PAGE>


                                    SIGNATURE

         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.

                                    SMITH-MIDLAND CORPORATION

Date:  January 24, 2003


                                    By:      /s/ Wesley A. Taylor
                                       --------------------------------
                                       Name: Wesley A. Taylor
                                       Title:   Vice President of Administration

                                       6

<PAGE>


                                  EXHIBIT INDEX


           Exhibit
           Number
           ------

           3.1    By-Laws of Smith-Midland Corporation adopted on January 21,
                  2003 (incorporated by reference to Exhibit 3.2 to
                  Smith-Midland Corporation's Form 8-A filed on January 24,
                  2003).

           4.1    Rights Agreement, dated as of January 21, 2003 between
                  Smith-Midland Corporation and Computershare Trust Company,
                  Inc., as rights agent, including the Form of Certificate of
                  Designations, the Form of Rights Certificate and the Summary
                  of Rights to Purchase Preferred Shares attached thereto as
                  Exhibits A, B, and C, respectively (incorporated by reference
                  to Exhibit 4.1 to Smith-Midland Corporation's Form 8-A filed
                  on January 24, 2003).

           99.1   Press Release dated January 23, 2003 related to Shareholders
                  Right Plan.

           99.2   Press Release dated January 23, 2003 related to the new Chief
                  Financial Officer.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exh99-1030121.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                   Exhibit 99.1

                   SMITH-MIDLAND CORPORATION DECLARES DIVIDEND
                 DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS



                  Midland, Virginia, January 23, 2003 -- The Board of Directors
of Smith-Midland Corporation (OTC Bulletin Board: SMID; Boston Stock Exchange:
SMM) declared at their meeting on January 21, 2003, a dividend distribution of
one Preferred Share Purchase Right on each outstanding share of Smith-Midland
Corporation common stock.

                  Rodney I. Smith, Chairman Chief Executive Officer and
President and President of Smith-Midland Corporation, stated: "The Rights are
designed to assure that all of Smith-Midland's stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company and to
guard against abusive tactics to gain control of Smith-Midland without paying
all stockholders a premium for that control. The Rights are not being adopted in
response to any specific takeover threat."

                  The Rights are intended to enable all Smith-Midland
stockholders to realize the long-term value of their investment in the Company.
The Rights will not prevent a takeover, but should encourage anyone seeking to
acquire the Company to negotiate with the Board prior to attempting a takeover.

                  The Rights will be exercisable only if a person or group
acquires 15% or more of Smith-Midland's common stock or commences a tender offer
the consummation of which would result in ownership by a person or group of 15%
or more of the common stock. Each Right will entitle stockholders to buy
one-hundredth of a share of a new series of junior participating preferred stock
at an exercise price of $8.00.

<PAGE>


                  If a person or group acquires 15% or more of Smith-Midland's
outstanding common stock, each Right will entitle its holder (other than such
person or members of such group) to purchase, at the Right's then-current
exercise price, a number of Smith-Midland's common shares having a market value
of twice such price. In addition, if Smith-Midland is acquired in a merger or
other business combination transaction after a person has acquired 15% or more
of the Company's outstanding common stock, each Right will entitle its holder to
purchase, at the Right's then-current exercise price, a number of the acquiring
company's common shares having a market value of twice such price. The acquiring
person will not be entitled to exercise these Rights.

                  Prior to the acquisition by a person or group of beneficial
ownership of 15% or more of the Company's common stock, the Rights are
redeemable for one-tenth of one cent per Right at the option of the Board of
Directors.

                  The Board of Directors is also authorized to reduce the 15%
thresholds referred to above to not less than 10%.

                  The Board was unanimous in its business judgment that Rodney
I. Smith, Chairman, Chief Executive Officer and President of the Company, would
not engage in any transactions that would be to the disadvantage of stockholders
and that, if any other third party were to seek to pursue such transactions, the
best interests of stockholders would be served if the Rights were not triggered
by Mr. Smith's ownership or acquisition of Company stock. Consequently, neither
Mr. Smith's ownership, nor his further acquisition of Company securities, will
cause the Rights to become exercisable or non-redeemable or will trigger the
other features of the Rights.


<PAGE>


                  The dividend distribution will be made on February 11, 2003,
payable to stockholders of record on that date, and is not taxable to
stockholders. The Rights will expire on January 20, 2013.

                  Smith-Midland develops, manufactures, licenses, and sells a
broad array of precast concrete products for use primarily in the construction,
transportation and utilities industries. Smith-Midland has two manufacturing
facilities located in Midland, Virginia, and Reidsville, North Carolina.
Easi-Set Industries, a wholly-owned subsidiary of Smith-Midland Corporation,
licenses Smith-Midland developed products throughout North America and in Europe
and South America. Easi-Set Industries currently has 30 precast concrete product
licensees worldwide.

                  This announcement contains forward-looking statements which
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors which might cause such a difference include, but are not limited to,
product demand, the impact of competitive products and pricing, capacity and
supply constraints or difficulties, general business and economic conditions,
the effect of the Company's accounting policies and other risks detailed in the
Company's Annual Report on Form 10-KSB and other filings with the Securities and
Exchange Commission.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exh99-2030121.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                Exhibit 99.2


                     SMITH-MIDLAND CORPORATION NAMES NEW CFO

         Midland,  Virginia, January 23, 2003 - John K. Johnson has been named
Chief Financial Officer of Smith Midland Corporation (OTC Bulletin Board:
SMID; Boston Stock Exchange: SMM). Mr. Johnson was previously CFO at Iceweb,
Inc., an internet communications and training firm. Prior to that he held
financial executive positions with Comstor, Strayer Education, Dunn Computer and
DuPont. He is a graduate of Southern Methodist University and holds a masters
degree from Boston University. He is also a Certified Public Accountant.

         Smith-Midland develops, manufactures, licenses and sells a broad array
of precast concrete products for use primarily in the construction,
transportation and utilities industries. The Company has two manufacturing
facilities located in Midland, Virginia and Reidsville, North Carolina. Easi-Set
Industries, a wholly owned subsidiary of Smith-Midland Corporation, licenses
Smith-Midland developed products throughout North America and in Europe and
South America. Easi-Set Industries currently has 30 precast concrete product
licensees worldwide.

         This announcement contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors which
might cause such a difference include, but are not limited to, product demand,
the impact of competitive products and pricing, capacity and supply constraints
or difficulties, general business and economic conditions, the effect of the
Company's accounting policies and other risks detailed in the Company's Annual
Report on Form 10-KSB and other filings with the Securities and Exchange
Commission.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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