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): January 3, 2005
(December 31, 2004)
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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 executive offices)
(978) 459-9000
(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:
[] 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))
Items 1.01, 5.02 and 8.01. Entry into a Material Definitive Agreement
Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers
Other Events
The registrant's board of directors approved certain changes
in title with respect to two of the registrant's executive officers.
These changes became effective on December 31, 2004.
The changes are as follows:
o Richard W. Main has relinquished his title as Chief
Operating Officer of the registrant's principal
subsidiary, Enterprise Bank and Trust Company (the
"Bank"), and has been appointed President of the
registrant. Mr. Main now serves as President of the
registrant and President and Chief Lending Officer of
the Bank.
o John P. Clancy, Jr. has relinquished his titles as
President and Treasurer of the registrant and Treasurer
of the Bank. He has been appointed Executive Vice
President and Chief Operating Officer of the
registrant, and, in addition to being Executive Vice
President of the Bank, he has been appointed Chief
Operating Officer of the Bank. Mr. Clancy now serves as
Executive Vice President and Chief Operating Officer of
the registrant and the Bank.
Additional information regarding Messrs. Main and Clancy is
included in the registrant's proxy statement for its most recent annual
meeting of stockholders, which was held on May 4, 2004.
Each of Messrs. Main and Clancy consented to the changes in
his title for purposes of Section 1.7 of his existing employment
agreement and each of them entered into an amendment to his existing
employment agreement to reflect these changes. No other changes have
been made to the existing employment agreement of either Mr. Main or
Mr. Clancy. Copies of the amendments to the employment agreements of
Messrs. Main and Clancy are included with this report.
In addition to the changes in executive officer titles
described above, James A. Marcotte, who previously served as Senior
Vice President and Chief Financial Officer of the registrant and the
Bank, has been appointed to serve as Executive Vice President,
Treasurer and Chief Financial Officer of the registrant and the Bank,
and Stephen J. Irish, who previously served as Executive Vice
President, Chief Information Officer and Chief Operations Officer of
the Bank, has relinquished his title as Chief Operations Officer and
now serves as Executive Vice President and Chief Information Officer of
the Bank.
Item 9.01. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibits are included with this report:
Exhibit 10.34 Amendment No. 1 dated as of December 31, 2004 to Amended
and Restated Employment Agreement dated January 1, 2004
by and among the registrant, the Bank and Richard W.
Main.
Exhibit 10.35 Amendment No. 1 dated as of December 31, 2004 to
Employment Agreement dated April 1, 2004 by and among
the registrant, the Bank and John P. Clancy, Jr.
[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: January 3, 2005 By: /s/ James A. Marcotte
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James A. Marcotte
Executive Vice President, Treasurer
and Chief Financial Officer