United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
| |
|
|
| þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
or
| |
|
|
| o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-9047
(Exact name of registrant as specified in its charter)
| |
|
|
| Massachusetts
|
|
04-2870273 |
|
|
|
|
(State or other jurisdiction of incorporation
or organization)
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 288 Union Street |
|
|
| Rockland, Massachusetts
|
|
02370 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (781) 878-6100
Securities registered pursuant to Section 12(b) of the Act:
| |
|
|
| Title of each class
|
|
Name of each exchange on which registered |
| |
|
|
| Common Stock, $.01 par value per share
|
|
NASDAQ Global Select Market |
| |
|
|
| Preferred Stock Purchase Rights
|
|
NASDAQ Global Select Market |
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o
No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o
No þ
Indicate by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. þ Yes o
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer,: “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(check one):
| |
|
|
|
|
|
|
| Large accelerated filer o |
|
Accelerated filer þ |
|
Non-accelerated filer o
(Do not check if a smaller reporting company) |
|
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of the voting common stock held by non-affiliates of the registrant,
computed by reference to the closing price of such stock on June 30, 2008, was approximately
$369,636,816.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as
of the latest practicable date. January 31, 2009 16,285,455
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form
10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report
to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1980).
Portions of the Registrant’s definitive proxy statement for its 2008 Annual Meeting of Stockholders
are incorporated into Part III, Items 10-13 of this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
|
|
|
|
| |
INDEPENDENT BANK CORP.
|
|
| |
/s/ Christopher Oddleifson
|
|
| Date: March 2, 2009 |
Christopher Oddleifson, |
|
| |
Chief Executive Officer and President |
|
| |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints
Christopher Oddleifson and Denis K. Sheahan and each of them acting individually, his true and
lawful attorneys, with full power to sign for such person and in such person’s name and capacity
indicated below any and all amendments to this Form 10-K, hereby ratifying and confirming such
person’s signature as it may be signed by said attorneys to any and all amendments.
| |
| Signature |
|
Title |
|
Date |
| |
/s/ Richard S. Anderson
|
|
Director |
|
Date: March 2, 2009 |
|
|
|
|
|
|
|
|
|
|
/s/ Benjamin A. Gilmore, II
|
|
Director |
|
Date: March 2, 2009 |
Benjamin A. Gilmore, II |
|
|
|
|
|
|
|
|
|
/s/ Kevin J. Jones
|
|
Director |
|
Date: March 2, 2009 |
|
|
|
|
|
|
|
|
|
|
/s/ Donna A. Lopolito
|
|
Director |
|
Date: March 2, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
Date: March 2, 2009 |
Eileen C. Miskell |
|
|
|
|
|
|
|
|
|
/s/ Christopher Oddleifson
|
|
Director |
|
Date: March 2, 2009 |
|
|
CEO/President |
|
|
|
|
(Principal Executive Officer) |
|
|