8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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):  July 17, 2012

CENTRAL BANCORP, INC.

(Exact Name Of Registrant As Specified In Charter)

Massachusetts	0-25251	04-3447594
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

399 Highland Avenue, Somerville, Massachusetts 02144

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (617) 628-4000

Not Applicable

 (Former Name Or Former Address, If Changed Since Last Report)

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)

[ X ] 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))

Item 8.01Other Events.

On July 20, 2012, Independent Bank Corp. (“Independent”) and Central Bancorp, Inc. (“Central”) issued a joint press release reporting that Independent and Central had become aware of the filing of a complaint on July 17, 2012 in Superior Court in Middlesex County, Massachusetts, against Central, each of the directors of Central, and Independent, which purports to be a class action filed on behalf of the holders of Central common stock in connection with the previously announced proposed merger of Central with and into Independent.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On July 20, 2012, Central issued a press release announcing that its Board of Directors has declared a quarterly common stock cash dividend of $0.05 per share payable on or about August 17, 2012 to stockholders of record on August 3, 2012.A copy of Central’s press release is attached to this Report as Exhibit 99.2 and is furnished herewith.  

Item 9.01  Financial Statements and Exhibits.

           (d)              Exhibits

NumberDescription

99.1Joint Press Release dated July 20, 2012

99.2Press release dated July 20, 2012

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.

	CENTRAL BANCORP, INC.
Date:  July 23, 2012	By:	/s/ Paul S. Feeley
		Paul S. Feeley
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

JOINT NEWS RELEASE
Independent Bank Corp. 288 Union Street Rockland, MA 02370	Central Bancorp, Inc. 399 Highland Avenue Somerville, Massachusetts 02144
Investor Contacts: Chris Oddleifson President and Chief Executive Officer (781) 982-6660 Denis K. Sheahan Chief Financial Officer (781) 982-6341	Investor and Media Contacts: William P. Morrissey President and Chief Operating Officer (617) 628-4000
Media Contact: Ralph Valente Senior Vice President (781) 982-6636 ralph.valente@rocklandtrust.com

INDEPENDENT BANK CORP. AND CENTRAL BANCORP, INC.

REPORT THE FILING OF A LAWSUIT

Rockland, Massachusetts and Somerville, Massachusetts, July 20, 2012.  Independent Bank Corp. (NASDAQ: INDB) (“Independent”), parent of Rockland Trust Company, and Central Bancorp, Inc. (NASDAQ: CEBK) (“Central”), parent of Central Bank, jointly reported they have become aware of the filing of a complaint on July 17, 2012 in Superior Court in Middlesex County, Massachusetts, against Central, each of Central’s directors, and Independent.

The complaint purports to be a class action filed on behalf of the holders of Central common stock arising from certain alleged actions by the named parties in connection with the previously announced proposed merger of Central with and into Independent.

Independent and Central believe the factual allegations in the complaint are without merit and intend to defend vigorously against the allegations in the complaint.

About Independent Bank Corp.

Independent, which has Rockland Trust Company as its wholly-owned commercial bank subsidiary, has approximately $5.0 billion in assets.  Rockland Trust offers a wide range of commercial banking products and services, retail banking products and services, business and consumer loans, insurance products and services, and investment management services.  To find out why Rockland Trust is the bank “Where Each Relationship Matters®”, visit www.RocklandTrust.com.

About Central Bancorp., Inc.

Central is the holding company for Central Bank, whose legal name is Central Co-Operative Bank and which was founded in 1915 as a Massachusetts chartered co-operative bank to provide savings deposits and originate mortgage loans.  Central Bank is a full-service community banking operation that provides a variety of deposit and lending services --- including savings and checking accounts for retail and business customers, mortgage loans for constructing, purchasing and refinancing residential and commercial properties, and loans for education, home improvement and other purposes.  Central Bank operates nine full-service offices in the Massachusetts communities of Somerville, Arlington, Burlington, Chestnut Hill, Malden, Medford, Melrose, and Woburn (two branches).

Forward Looking Statements:

Certain statements contained in this filing that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified.  In addition, certain statements may be contained in the respective future filings of Independent and of Central with the Securities Exchange Commission, in press releases and in oral and written statements made by or with the approval of Independent or Central that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) statements about the benefits of the merger, including future financial and operating results, cost savings, enhanced revenues and accretion to reported earnings that may be realized from the merger; (ii) statements of plans, objectives and expectations of management or the Boards of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (i) the risk that the businesses involved in the merger will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected time frame; (iii) revenues following the merger may be lower than expected; (iv) deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; (v) the ability to obtain governmental approvals of the merger on the proposed terms and schedule; (vi)  local, regional, national and international economic conditions and the impact they may have on the parties to the merger and their customers; (vii) changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; (viii) prepayment speeds, loan originations and credit losses; (ix) sources of liquidity; (x) shares of common stock outstanding and common stock price volatility; (xi) fair value of and number of stock-based compensation awards to be issued in future periods; (xii) legislation affecting the financial services industry as a whole, and/or the parties and their subsidiaries individually or collectively; (xiii) regulatory supervision and oversight, including required capital levels; (xiv) increasing price and product/service competition by competitors, including new entrants; (xv) rapid technological developments and changes; (xvi) the parties’ ability to continue to introduce competitive new products and services on a timely, cost-effective basis; (xvii) the mix of products/services; (xiii) containing costs and expenses; (xix) governmental and public policy changes; (xx) protection and validity of intellectual property rights; (xxi) reliance on large customers; (xxii) technological, implementation and cost/financial risks in large, multi-year contracts; (xxiii) the outcome of pending and future litigation and governmental proceedings; (xxiv) continued availability of financing; (xxv) financial resources in the amounts, at the times and on the terms required to support the parties’ future businesses; and (xxvi) material differences in the actual financial results of merger and acquisition activities compared with  expectations, including the full realization of anticipated cost savings and revenue enhancements. Additional factors that could cause Independent’s results to differ materially from those described in the forward-looking statements can be found in Independent’s and Central’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters and attributable to the parties or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. Forward-looking statements speak only as of the date on which such statements are made. The parties undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Additional Information:

In connection with the Merger, Independent has filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of Central and a Prospectus of Independent, as well as other relevant documents concerning the proposed transaction.  Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the Merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You may obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Independent and Central at the SEC’s Internet site (http://www.sec.gov). You may also obtain these documents for Independent, free of charge, at www.RocklandTrust.comunder the tab “Investor Relations” and then under the heading “SEC Filings.” Copies of the Proxy Statement/Prospectus and the SEC filings incorporated by reference in the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Investor Relations, Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, (781) 982-6858.

Central and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Central in connection with the Merger and the transactions contemplated thereby.  Information about the directors and executive officers of Central is set forth in its most recent Annual Report on Form 10-K, as filed with the SEC on June 19, 2012.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Merger and any amendments thereto.  You may obtain free copies of

EX-99.2

Exhibit 99.2

News Release

FOR IMMEDIATE RELEASE

Contact:                Paul S. Feeley

Senior Vice President, Treasurer and

  Chief Financial Officer

(617) 628-4000

CENTRAL BANCORP, INC. DECLARES QUARTERLY

COMMON STOCK CASH DIVIDEND

SOMERVILLE, MASSACHUSETTS, July 20, 2012 — Central Bancorp, Inc. (NASDAQ Global Market: CEBK) (the “Company”) today announced that the Company’s Board of Directors has declared a quarterly common stock cash dividend of five ($0.05) cents per share, payable on or about August 17, 2012 to stockholders of record on August 3, 2012.

Central Bancorp, Inc. is the holding company for Central Bank, whose legal name is Central Co-operative Bank, a Massachusetts-chartered co-operative bank operating nine full-service banking offices, a limited service high school branch in suburban Boston and a standalone 24-hour automated teller machine in Somerville.