SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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| [X] | Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2014
OR
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| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _______________ to _______________
Commission File No. 333-194486
Blue Hills Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | | | 46-5429062 |
| (State or Other Jurisdiction of | | | | (I.R.S. Employer |
| Incorporation or Organization) | | | | Identification Number) |
320 Norwood Park South
Norwood, Massachusetts 02062
(617) 360-6520
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
N/A
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 requirements for the past 90 days.
YES [ ] NO [X]
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 [X] NO [ ]
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)
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| Large accelerated filer [ ] | | Accelerated filer [ ] |
| Non-accelerated filer [X] | | Smaller reporting company [ ] |
| (Do not check if smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
No shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of June 24, 2014.
EXPLANATORY NOTE
This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Blue Hills Bancorp, Inc. for the quarterly period ended March 31, 2014 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on June 26, 2014, for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
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| 2 | Amended Plan of Conversion* |
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| 3.1 | Articles of Incorporation of Blue Hills Bancorp, Inc.* |
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| 3.2 | Bylaws of Blue Hills Bancorp, Inc.* |
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| 4 | Form of Common Stock Certificate of Blue Hills Bancorp, Inc.* |
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| 10.1 | Amended and Restated Employment Agreement between Hyde Park Bancorp, Inc., Hyde Park Bancorp, MHC, Blue Hills Bank and William M. Parent* |
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| 10.2 | Form of Two-Year Change in Control Agreement between Hyde Park Bancorp, Inc., Hyde Park Bancorp, MHC, Blue Hills and certain executive officers* |
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| 10.3 | Amended and Restated Blue Hills Bank Supplemental Executive Retirement Plan* |
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| 10.4 | Amended and Restated Blue Hills Bank Director Supplemental Executive Retirement Plan* |
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| 10.5 | Blue Hills Bank Phantom Stock Plan* |
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| 10.6 | Blue Hills Bank Amendment One to the Phantom Stock Plan* |
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| 10.7 | Form of Blue Hills Bank Employee Stock Ownership Plan* |
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| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, (ii) the Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2014 and 2013, (v) the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013, and (vi) the notes to the Consolidated Financial Statements. |
* Incorporated by reference to Blue Hills Bancorp, Inc.’s Registration Statement on Form S-1 (file no. 333-194486), initially filed with the Securities and Exchange Commission on March 11, 2014.
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, thereunto duly authorized.
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| | | BLUE HILLS BANCORP, INC. |
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| Date: July 1, 2014 | | /s/ William M. Parent |
| | | William M. Parent |
| | | President and Chief Executive Officer |
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| Date: July 1, 2014 | | /s/ Jim Kivlehan |
| | | Jim Kivlehan |
| | | Executive Vice President and Chief Financial Officer |
