-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1aSRts8g/AWvf+HKjmK8lzMypaL3CcWzE7q1D8l5u4Kw72NrIzwNx9/i09KJXFq Kz4FCfZcMI6+tMgIhvyDOA== 0000743367-08-000026.txt : 20080403 0000743367-08-000026.hdr.sgml : 20080403 20080403160833 ACCESSION NUMBER: 0000743367-08-000026 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAR HARBOR BANKSHARES CENTRAL INDEX KEY: 0000743367 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010393663 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13349 FILM NUMBER: 08737616 BUSINESS ADDRESS: STREET 1: 82 MAIN ST STREET 2: PO BOX 400 CITY: BAR HARBOR STATE: ME ZIP: 04609-0400 BUSINESS PHONE: 2072883314 MAIL ADDRESS: STREET 1: 82 MAIN ST STREET 2: PO BOX 400 CITY: BAR HARBOR STATE: ME ZIP: 04609-0400 10-K/A 1 bhb10k2007amend.htm BHB 10K 2007 Amend

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1

  X 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007

___

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.

 

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)

01-0393663
(I.R.S. Employer
Identification No.
)

P.O. Box 400, 82 Main Street
Bar Harbor, Maine
(Address of principal executive offices)

04609-0400
(Zip Code)

(207) 288-3314
(Registrant’s telephone number,
including area code)

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 registrant’s 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 Registrant’s 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

31.3

Certification of Chief Executive Officer
under Rule 13a-14/15d-14(a), Form 10-K/A

Filed herewith

31.4

Certification of Chief Financial Officer
under Rule 13a-14/15d-14(a), Form 10-K/A

Filed herewith

32.1

Certification of Chief Executive Officer
under 18 U.S.C. Sec. 1350, as amended by Amendment No. 1 to Form 10-K

Filed herewith.

32.2

Certification of Chief Financial Officer
under 18 U.S.C. Sec. 1350, as amended by Amendment No. 1 to Form 10-K

Filed herewith.

32.3

Certification of Chief Executive Officer
under 18 U.S.C. Sec. 1350, Form 10-K/A

Filed herewith

32.4

Certification of Chief Financial Officer
under 18 U.S.C. Sec. 1350, Form 10-K/A

Filed herewith

 

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

/s/ Joseph M. Murphy
Joseph M. Murphy, Director
President and Chief Executive Officer

/s/ Robert C. Carter
Robert C. Carter, Director

/s/ Robert M. Phillips
Robert M. Phillips, Director

/s/ Peter Dodge
Peter Dodge, Director

/s/ Gerald Shencavitz
Gerald Shencavitz
EVP, Chief Financial Officer and Treasurer

/s/ Martha Tod Dudman
Martha Tod Dudman, Director

/s/ Kenneth E. Smith
Kenneth E. Smith, Director

/s/ Jacquelyn S. Dearborn
Jacquelyn S. Dearborn, Director

/s/ Constance C. Shea
Constance C. Shea, Director

/s/ Lauri E. Fernald
Lauri E. Fernald, Director

/s/ Scott G. Toothaker
Scott G. Toothaker, Director

/s/Clyde H. Lewis
Clyde H. Lewis, Director

/s/ David B. Woodside
David B. Woodside, Director

/s/ Gregg S. Hannah
Gregg S. Hannah, Director

 

 

EX-31 2 bhb10k2007amendex313.htm BHB 10K 2007 Amend ex 31 3

Exhibit 31.3
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT
OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph M. Murphy, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Bar Harbor Bankshares (the "Registrant");

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

   

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

   
 
  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
   

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

   
 
  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: April 3, 2008

/s/ Joseph M. Murphy

Joseph M. Murphy
Chief Executive Officer

 

EX-31 3 bhb10k2007amendex314.htm

Exhibit 31.4

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT
OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald Shencavitz, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Bar Harbor Bankshares (the "Registrant");

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

   

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

   
 
  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
   

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

   
 
  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: April 3, 2008

/s/ Gerald Shencavitz

Gerald Shencavitz
Executive Vice President &
Chief Financial Officer

 

 

EX-32 4 bhb10k2007amendex321.htm

Exhibit 32.1

As Amended by Amendment No. 1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned officer of Bar Harbor Bankshares (the "Company") hereby certifies that the Company’s annual report on Form 10-K for the period ended December 31, 2007, to which this certification is being furnished as an exhibit (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K ("Item 601(b)(32)") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference. 

 

/s/ Joseph M. Murphy

Name:  
Title: 

Joseph M. Murphy
Chief Executive Officer

 

 

 

Date: March 17, 2008

 

Note: A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Bar Harbor Bankshares and will be retained by Bar Harbor Bankshares and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32 5 bhb10k2007amendex322.htm

 

Exhibit 32.2

As Amended by Amendment No. 1

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned officer of Bar Harbor Bankshares (the "Company") hereby certifies that the Company’s annual report on Form 10-K for the period ended December 31, 2007, to which this certification is being furnished as an exhibit (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K ("Item 601(b)(32)") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference. .

/s/ Gerald Shencavitz

Name:  
Title: 

Gerald Shencavitz
Executive Vice President &
Chief Financial Officer

 

Date: March 17, 2008

Note: A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Bar Harbor Bankshares and will be retained by Bar Harbor Bankshares and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32 6 bhb10k2007amendex323.htm

Exhibit 32.3

To FORM 10-K/A

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned officer of Bar Harbor Bankshares (the "Company") hereby certifies that the Company’s annual report on Form 10-K/A as amended by Amendment No. 1, for the period ended December 31, 2007, to which this certification is being furnished as an exhibit (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K ("Item 601(b)(32)") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference. 

 

/s/ Joseph M. Murphy

Name:  
Title: 

Joseph M. Murphy
Chief Executive Officer

 

Date: April 3, 2008

Note: A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Bar Harbor Bankshares and will be retained by Bar Harbor Bankshares and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32 7 bhb10k2007amendex324.htm

Exhibit 32.4

To FORM 10-K/A

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned officer of Bar Harbor Bankshares (the "Company") hereby certifies that the Company’s annual report filed on Form 10-K/A as amended by Amended No.1, for the period ended December 31, 2007, to which this certification is being furnished as an exhibit (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K ("Item 601(b)(32)") promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference. .

/s/ Gerald Shencavitz

Name:  
Title: 

Gerald Shencavitz
Executive Vice President &
Chief Financial Officer

 

Date: April 3, 2008

Note: A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Bar Harbor Bankshares and will be retained by Bar Harbor Bankshares and furnished to the Securities and Exchange Commission or its staff upon request.

 

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