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 and Exchange Act of 1934
DATE OF REPORT:
October 17, 2019
(Date of Earliest Event Reported)
Massachusetts
(State or Other Jurisdiction of Incorporation)
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| 1-9047 | | 04-2870273 |
| (Commission File Number) | | (I.R.S. Employer identification No.) |
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| INDEPENDENT BANK CORP. |
| Office Address: | 2036 Washington Street, | Hanover, | Massachusetts | 02339 |
| Mailing Address: | 288 Union Street, | Rockland, | Massachusetts | 02370 |
| (Address of principal executive offices, including zip code) |
NOT APPLICABLE
(Former Address of Principal Executive Offices)
(781)-878-6100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | INDB | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On October 17, 2019 Independent Bank Corp. announced by press release its earnings for the quarter ended September 30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
On October 17, 2019, the Company announced that its Board of Directors authorized a share repurchase program of up to 1.5 million shares of the Company’s common stock. Repurchases may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The size and timing of these repurchases will depend on pricing, market and economic condition, legal and contractual requirements and other factors. The repurchase program expires October 31, 2020 and may be modified, suspended or discontinued at any time. The Company had approximately 34.4 million shares of common stock outstanding as of September 30, 2019.
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
d. The following exhibits are included with this Report:
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| Exhibit Index | |
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| Exhibit # | Exhibit Description |
| 99.1 | |
| 101 | The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
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| | | | INDEPENDENT BANK CORP. |
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| Date: | October 17, 2019 | By: | /s/Mark J. Ruggiero |
| | | | MARK J. RUGGIERO |
| | | | CHIEF FINANCIAL OFFICER |
