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 24, 2003 (March 22, 2003) -------------------- ENTERPRISE BANCORP, INC. (exact name of registrant as specified in charter) Massachusetts 0-21021 04-3308902 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 222 Merrimack Street 01852 Lowell, Massachusetts (Zip Code) (address of principal office) (978) 459-9000 (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable (b) Not applicable (c) The following exhibit is included with this report: Exhibit 99 Letter to stockholders dated March 22, 2003 Item 9. Regulation FD Disclosure The registrant has provided guidance as to its expected earnings for the quarter ending on March 31, 2003 and the year ending on December 31, 2003. This guidance was contained in a letter to the registrant's stockholders, which was first mailed on or about March 22, 2003. A copy of this letter is included as Exhibit 99 to this report. [Remainder of Page Intentionally Blank] 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 hereunto duly authorized. ENTERPRISE BANCORP, INC. Date: March 24, 2003 By:/s/John P. Clancy, Jr. ------------------------------------ John P. Clancy, Jr. President and Treasurer (Principal Financial Officer)