Bar Harbor Bankshares - Amended Annual Report (10-K/A)
03 April 2008 - 10:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
X
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
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___
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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 ____________.
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Commission File Number
: 0-13666
BAR HARBOR BANKSHARES
(Exact name of registrant as specified in its charter)
Maine
(State or other jurisdiction of
incorporation or organization)
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01-0393663
(
I.R.S. Employer
Identification No.
)
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P.O. Box 400, 82 Main Street
Bar Harbor, Maine
(
Address of principal executive offices
)
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04609-0400
(Zip Code)
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(207) 288-3314
(Registrants telephone number,
including area code)
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Securities registered pursuant to Section 12(g) of the Act:
Title of class
Name of exchange on which
registered
Common Stock, $2.00 par value per share
American Stock Exchange
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act: YES ___ NO
X
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Exchange Act: YES ___ NO
X
Indicate by check mark
if 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 registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: YES
X
NO ___
Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405
of this chapter) is not contained herein, and will not be contained, to the
registrants 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. ___
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: Large accelerated filer ___ Accelerated
filer
X
Non-accelerated filer (do not check if a smaller
reporting company) ___ 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
As of June 30,
2007, the aggregate market value of the 2,990,774 shares of Common Stock of the Registrant
issued and outstanding on such date, excluding the approximately 53,064 shares held by all
directors and executive officers of the Registrant as a group (which does not include
unexercised stock options), was $94,801,037. This aggregate market value is based on the
last sale price of $31.70 per share of the Registrants Common Stock on June 30,
2007, as reported in
The Wall Street Journal
on July 2, 2007. Although directors of
the Registrant and executive officers of the Registrant and its subsidiaries were assumed
to be "affiliates" of the Registrant for purposes of this calculation, the
classification is not to be interpreted as an affirmation of such status.
Number of shares of
Common Stock par value $2.00 outstanding as of March 3, 2008:
2,978,491
EXPLANATORY NOTE
We are filing this Amendment No.1 to our Annual Report on Form 10-K
previously filed with the Securities and Exchange Commission (the "Commission")
on March 17, 2008 (the "Report), for the purpose of correcting certain
inadvertent errors contained in Exhibits 32.1 and 32.2 made in the process of preparing
our Report for electronic filing with the Commission. This Amendment No. 1 corrects the
signature line on Exhibit 32.2 which inadvertently identified the signing officer as both
the "Chief Financial Officer" and "Chief Executive Officer," when in
fact the signing officer on Exhibit 32.2 is only the Chief Financial Officer. In addition,
we are filing this Amendment No. 1 to the Report to amend both Exhibits 32.1 and 32.2 to
delete the last sentence of the first full paragraph of each certification set forth on
Exhibits 32.1 and 32.2, as each sentence was inadvertently included in the electronic
filing of the respective certifications. We have included corrected Exhibits 32.1 and 32.2
with is Amendment No. 1 to the Report which supersede and replace those Exhibits filed
with the original Report. No other information included in the previously filed Report is
amended or otherwise updated by this Amendment No. 1 on Form 10-K/A.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) 3. Exhibits:
The following exhibits are
included as part of this Form 10-K/A.
EXHIBIT NUMBER
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31.3
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Certification
of Chief Executive Officer
under Rule 13a-14/15d-14(a), Form 10-K/A
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Filed
herewith
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31.4
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Certification
of Chief Financial Officer
under Rule 13a-14/15d-14(a), Form 10-K/A
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Filed
herewith
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32.1
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Certification
of Chief Executive Officer
under 18 U.S.C. Sec. 1350, as amended by Amendment No. 1 to Form 10-K
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Filed
herewith.
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32.2
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Certification
of Chief Financial Officer
under 18 U.S.C. Sec. 1350, as amended by Amendment No. 1 to Form 10-K
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Filed
herewith.
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32.3
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Certification
of Chief Executive Officer
under 18 U.S.C. Sec. 1350, Form 10-K/A
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Filed
herewith
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32.4
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Certification
of Chief Financial Officer
under 18 U.S.C. Sec. 1350, Form 10-K/A
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Filed
herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
April 3, 2008 BAR HARBOR
BANKSHARES
(Registrant)
/s/ Joseph M. Murphy
Joseph M. Murphy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons have signed this report in the capacities indicated on behalf of the
Registrant.
/s/
Thomas A. Colwell
Thomas A. Colwell
Chairman, Board of Directors
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/s/
Joseph M. Murphy
Joseph M. Murphy, Director
President and Chief Executive Officer
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/s/
Robert C. Carter
Robert C. Carter, Director
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/s/
Robert M. Phillips
Robert M. Phillips, Director
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/s/ Peter Dodge
Peter Dodge, Director
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/s/ Gerald Shencavitz
Gerald Shencavitz
EVP, Chief Financial Officer and Treasurer
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/s/
Martha Tod Dudman
Martha Tod Dudman, Director
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/s/
Kenneth E. Smith
Kenneth E. Smith, Director
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/s/
Jacquelyn S. Dearborn
Jacquelyn S. Dearborn, Director
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/s/
Constance C. Shea
Constance C. Shea, Director
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/s/
Lauri E. Fernald
Lauri E. Fernald, Director
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/s/
Scott G. Toothaker
Scott G. Toothaker, Director
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/s/Clyde
H. Lewis
Clyde H. Lewis, Director
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/s/
David B. Woodside
David B. Woodside, Director
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/s/
Gregg S. Hannah
Gregg S. Hannah, Director
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