UNITED
STATES
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 12, 2009
______________
BANCORP
RHODE ISLAND, INC.
(Exact
name of registrant as specified in its charter)
______________
Rhode
Island
(State or
other jurisdiction of incorporation)
333-33182 05-0509802
(Commission
File Number) (IRS Employer
Identification Number)
One
Turks Head Place, Providence, Rhode Island 02903
(Address
of principal executive offices)
(401)
456-5000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Item
8.01. Other
Events
On March
12, 2009, Bancorp Rhode Island, Inc. (the “Registrant”) entered into a
Standstill Agreement (the “Agreement”) with PL Capital, LLC, John W. Palmer,
Richard J. Lashley and certain affiliates thereof (the “PL Capital
Parties”). A copy of the Agreement is attached hereto as Exhibit
99.1.
The
Agreement was entered into following the determination of the Registrant’s Board
of Directors (the “Board”) to adopt a majority voting policy and to reduce the
size of the Board from 15 directors to 12 directors over three years commencing
with the Registrant’s 2009 Annual Meeting of Shareholders to be held on May 20,
2009 (the “Meeting”).
Under the
terms of the Agreement, the PL Capital Parties agreed not to bring any proposals
before the Meeting and to vote the shares beneficially owned by them at the
Meeting for the election of the directors nominated by the Board and as
recommended by the Board on all other matters to be voted on at the
Meeting.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Exhibit
|
99.1
|
Standstill
Agreement dated March 12, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANCORP
RHODE ISLAND, INC.
By: /s/ Linda H.
Simmons
Linda H.
Simmons
Chief
Financial Officer
Date: March
12, 2009