0001018399-16-000115.txt : 20160606 0001018399-16-000115.hdr.sgml : 20160606 20160606170542 ACCESSION NUMBER: 0001018399-16-000115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160606 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160606 DATE AS OF CHANGE: 20160606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE BANCORP INC /MA/ CENTRAL INDEX KEY: 0001018399 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33912 FILM NUMBER: 161699208 BUSINESS ADDRESS: STREET 1: 222 MERRIMACK ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 9784599000 8-K 1 a8-kupsizepressrelease.htm 8-K Document




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 Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 6, 2016 (June 6, 2016)
____________________
ENTERPRISE BANCORP, INC.
(exact name of registrant as specified in charter)

 
 
 
Massachusetts
001-33912
04-3308902
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
 
 
 
222 Merrimack Street
 
 
Lowell, Massachusetts
 
01852
(address of principal executive offices)
 
(Zip Code)
 
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))






Item 8.01     Other Events

On June 6, 2016, Enterprise Bancorp, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing amendments to its previously announced rights offering to its existing shareholders (the “Rights Offering”) and supplemental community offering to new investors (the “Community Offering” and, together with the Rights Offering, the “Offerings”). Based on the substantial support of its existing shareholders in the Rights Offering and the considerable interest from new investors in the Community Offering, the Company increased the number of shares of its common stock issuable to accommodate oversubscription requests in the Rights Offering and to facilitate sales of shares to new investors in the Community Offering from 93,023 shares to 465,116 shares, resulting in an aggregate of 930,232 shares issuable in the Offerings. The purchase price for the shares sold in the Offerings remains unchanged at $21.50 per share. As a result of the increase in the number of shares, the Company has the capability to raise up to $20 million in capital from the Offerings.
Due to the increase in the Offerings size, the Company is providing shareholders who exercised their subscription rights by 5:00 p.m., Eastern Daylight Time, on May 27, 2016, the expiration date for the Rights Offering, and new investors who submitted subscription agreements in the Community Offering on or prior to June 10, 2016 the option to fully or partially withdraw their subscriptions by 5:00 p.m., Eastern Daylight Time, on June 17, 2016.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01        Financial Statements and Exhibits
(d)    The following exhibit is included with this report:
Exhibit 99.1
Press release dated June 6, 2016



[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: June 6, 2016
By:
/s/ James A. Marcotte
 
James A. Marcotte
 
Executive Vice President, Treasurer
 
and Chief Financial Officer
 
 
 
 





EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 Exhibit



ENTERPRISE BANCORP, INC. INCREASES THE SIZE OF ITS COMMUNITY-BASED COMMON STOCK OFFERING

Lowell, Mass (June 6, 2016) - Enterprise Bancorp, Inc. (the “Company”) (NASDAQ: EBTC), parent company of Enterprise Bank, announced today amendments to its previously announced rights offering to its existing shareholders (the “Rights Offering”) and supplemental community offering to new investors (the “Community Offering” and, together with the Rights Offering, the “Offerings”).
Based on the substantial support of its existing shareholders in the Rights Offering and the considerable interest from new investors in the Community Offering, the Company has increased the number of shares of its common stock issuable to accommodate oversubscription requests in the Rights Offering and to facilitate sales of shares to new investors in the Community Offering from 93,023 shares to 465,116 shares, resulting in an aggregate of 930,232 shares issuable in the Offerings. The purchase price for the shares sold in the Offerings remains unchanged at $21.50 per share. As a result of the increase in the number of shares, the Company has the capability to raise up to $20 million in capital from the Offerings.
Due to the increase in the Offerings size, the Company is providing shareholders who exercised their subscription rights by 5:00 p.m., Eastern Daylight Time, on May 27, 2016, the expiration date for the Rights Offering, and new investors who submitted subscription agreements in the Community Offering on or prior to June 10, 2016 the option to fully or partially withdraw their subscriptions by 5:00 p.m., Eastern Daylight Time, on June 17, 2016.
The above text contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by reference to a future period or periods or by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” “plan,” and other similar terms or expressions. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance, and achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, competition, and the receipt of required regulatory approvals. For more information about these factors, please see our reports filed with or furnished to the SEC, including our most recent Annual Report on Form 10-K on file with the SEC, including the section entitled “Risk Factors.” Any forward-looking statements contained in this press release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the Offerings. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company will send you the prospectus if you request it by contacting Enterprise Bancorp, Inc., Attn: Investor Relations, 222 Merrimack Street, Lowell, MA 01852 or by calling toll-free at 1-877-671-2265, ext. 4519.