UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q/A


(AMENDMENT NO. 1)


(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012


OR


¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number:  001-13349


BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)


Maine

01-0393663

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

 

PO Box 400

 

82 Main Street, Bar Harbor, ME

04609-0400

(Address of principal executive offices)

(Zip Code)


(207) 288-3314

(Registrant's telephone number, including area code)


Inapplicable

(Former name, former address and former fiscal year, 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 filing requirements for the past 90 days. YES þ NO ¨


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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  YES þ  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: Large accelerated filer ¨ Accelerated filer þ 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: þ




Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

Class of Common Stock

Number of Shares Outstanding – May 4, 2012

$2.00 Par Value

3,889,565



_____________________________________________________________________________________



EXPLANATORY NOTE


The purpose of this Amendment No. 1 (“Amendment”) to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K and to indicate exhibits 32.1 and 32.2 are furnished with the 10-Q rather than filed. The Company has learned that the inclusion of the Interactive Data File Exhibits were inadvertently omitted in the earlier electronic filing of the Company’s 10-Q. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q.





 

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Item 6: Exhibits


The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index hereto and are incorporated herein by reference.


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.


 

BAR HARBOR BANKSHARES

(Registrant)

 

 

 

/s/Joseph M. Murphy

 

 

Date: March 22, 2013

Joseph M. Murphy

 

President & Chief Executive Officer

 

 

 

/s/Gerald Shencavitz

 

 

Date: March 22, 2013

Gerald Shencavitz

Executive Vice President, Chief Financial Officer

& Principal Accounting Officer



 

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Exhibit Index


3.1

 

Articles of Incorporation, as amended to date (incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 3.1, filed with the Commission on March 16, 2009).

 

 

 

3.2

 

Bylaws, as amended to date (incorporated herein by reference to Form 8-K, Exhibit 3, filed with the Commission on November 29, 2011).

 

 

 

     4

 

Instruments Defining Rights of Security Holders

 

 

 

  4.1

 

Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Form 8-K, Exhibit 3.1, filed with the Commission on January 21, 2009).

 

 

 

   4.2

 

Form of Specimen Stock Certificate for Series A Preferred Stock (incorporated by reference to Form 8-K, Exhibit 4.1, filed with the Commission on January 21, 2009).

 

 

 

   4.3

 

 Debt Securities Purchase Agreement (incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.5, filed with the commission on March 16, 2009).

 

 

 

  4.4

 

Form of Subordinated Debt Security of Bar Harbor Bank & Trust (incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.6, filed with the Commission on March 16, 2009).

 

 

 

10.1

 

Purchase and Assumption Agreement, dated as of May 1, 2012, by and among Bar Harbor Bank & Trust Company, Border Trust Company, and Border Bancshares, Inc. (incorporated herein by reference to Form 8-K, Item 1.01, Exhibit 2.1, filed with the Commission on May 1, 2012).

 

 

 

10.2

 

Annual Incentive Plan for certain executive officers of the Company (incorporated herein by reference to Form 8-K, Item 5.02(e), filed with the Commission on February 22, 2012).

 

 

 

11.1

 

Statement re computation of per share earnings (data required by SFAS No. 128, Earnings Per Share, is provided in Note 3 to the consolidated financial statements in this report on Form 10-Q).

 

 

 

31.1

 

Certification of the Chief Executive Officer under

Rule 13a-14(a)/15d-14(a)  (filed herewith)

 

 

 

31.2

 

Certification of the Chief Financial Officer under

Rule 13a-14(a)/15d-14(a)  (filed herewith)

 

 

 

32.1    

 

Certification of Chief Executive Officer under

18 U.S.C. Section 1350  (furnished herewith)

 

 

 

32.2

 

Certification of Chief Financial Officer under

18 U.S.C. Section 1350  (furnished herewith)


101*

The following financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012 is formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Condensed Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Condensed Financial Statements

                                                                                                                                                                                           

*

Pursuant to Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.



 

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