8-K

 

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): February 11, 2009

Benjamin Franklin Bancorp, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Massachusetts	000-51194	04-3336598
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
58 Main St, Franklin , Massachusetts		02038
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 508-528-7000

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)
[  ]  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 8.01 Other Events.

On February 12, 2009, Benjamin Franklin Bancorp (the "Company") issued a press release announcing that the Company’s shareholders voted to approve the Agreement and Plan of Merger, dated as of January 12, 2009, providing for the acquisition of the Company by Independent Bank Corp., at the Company’s special meeting of shareholders held on February 11, 2009. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

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.

	Benjamin Franklin Bancorp, Inc.
February 12, 2009	By:	/s/ Claire S. Bean
		Name: Claire S. Bean
		Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press Release

EX-99.1

Press Release

For Immediate Release
Contact: Claire S. Bean, Executive Vice President and Chief Financial Officer
1-508-520-8002

Benjamin Franklin Bancorp Shareholders Approve Merger with Independent Bank Corp.

FRANKLIN, MASSACHUSETTS (February 12, 2009): Benjamin Franklin Bancorp, Inc. (“Benjamin Franklin”) (Nasdaq: BFBC), the bank holding company for Benjamin Franklin Bank, announced today that at a Special Meeting of Shareholders held on February 11, 2009, Benjamin Franklin shareholders voted to approve the Agreement and Plan of Merger providing for the acquisition of Benjamin Franklin by Independent Bank Corp. The number of shares of Benjamin Franklin common stock voting to approve the merger agreement represented approximately 95.0% of the shares voted and 72.0% of the total number of outstanding shares. The transaction is subject to the approval of Independent Bank Corp. shareholders, regulatory approval and other standard conditions.

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties, and actual results may differ materially from these statements. Such statements include, but are not limited to, the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals. Benjamin Franklin Bancorp wishes to caution readers not to place undue reliance on any forward-looking statements. Benjamin Franklin Bancorp disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement.