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UNITED STATES ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE Commission File Number: 0-13666
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
X
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
___
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
(Exact name of registrant as specified in its charter)
Maine |
01-0393663 |
|
P.O. Box 400, 82 Main Street |
04609-0400 |
(207) 288-3314 |
Securities registered pursuant to Section 12(g) of the Act:
Title of class Name of exchange on which registered
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
registrants 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 Registrants 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 |
Filed herewith |
31.4 |
Certification
of Chief Financial Officer |
Filed herewith |
32.1 |
Certification
of Chief Executive Officer |
Filed herewith. |
32.2 |
Certification
of Chief Financial Officer |
Filed herewith. |
32.3 |
Certification
of Chief Executive Officer |
Filed herewith |
32.4 |
Certification
of Chief Financial Officer |
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 |
/s/
Joseph M. Murphy |
/s/
Robert C. Carter |
/s/
Robert M. Phillips |
/s/ Peter Dodge |
/s/ Gerald Shencavitz |
/s/
Martha Tod Dudman |
/s/
Kenneth E. Smith |
/s/
Jacquelyn S. Dearborn |
/s/
Constance C. Shea |
/s/
Lauri E. Fernald |
/s/
Scott G. Toothaker |
/s/Clyde
H. Lewis |
/s/
David B. Woodside |
/s/
Gregg S. Hannah |
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 Registrants 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: |
|
|
5. |
The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of Registrants board of directors (or persons performing the equivalent functions): |
|
Date: April 3, 2008 |
/s/ Joseph M. Murphy |
|
Joseph
M. Murphy |
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 Registrants 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: |
|
|
5. |
The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of Registrants board of directors (or persons performing the equivalent functions): |
|
Date: April 3, 2008 |
/s/ Gerald Shencavitz |
|
Gerald
Shencavitz |
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 Companys 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:
|
Joseph
M. Murphy |
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.
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 Companys 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:
|
Gerald
Shencavitz |
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.
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 Companys 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:
|
Joseph
M. Murphy |
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.
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 Companys 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:
|
Gerald
Shencavitz |
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.