S-4/A

As filed with the Securities and Exchange Commission on August 6, 2013.

Registration No. 333-189899

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INDEPENDENT BANK CORP.

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation or organization)

6036

(Primary Standard Industrial Classification Code Number)

04-2870273

(IRS Employer Identification Number)

Office Address: 2036 Washington Street, Hanover, Massachusetts 02339

Mailing Address: 288 Union Street, Rockland, Massachusetts 02370

(781) 878-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward H. Seksay, Esq.

General Counsel

Independent Bank Corp.

2036 Washington Street, Hanover, Massachusetts 02339

(781) 982-6158

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

James A. McDaniel, Esq. Choate, Hall & Stewart LLP Two International Place Boston, MA 02110 (617) 248-5000 Gary R. Bronstein, Esq. Kilpatrick Townsend & Stockton LLP Suite 900, 607 14th Street, NW Washington, DC 20005 (202) 508-5800

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and the completion of the arrangement as described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
(Do not check if a smaller reporting company)

The Registrant amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Independent Bank Corp. is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-4 (Registration No. 333-189899) (the “Registration Statement”) as an exhibit-only filing to (i) add Exhibit 2.2 (Amendment No. 1 to the Agreement and Plan of Merger), which was not previously included in the Registration Statement and (ii) add Exhibit 5.1 (Opinion of Choate, Hall & Stewart regarding the legality of the Securities), which was not previously included in the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and Exhibits 2.2 and 5.1. The prospectus contained in the Registration Statement is unchanged and has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Independent is a Massachusetts corporation. Massachusetts General Laws Chapter 156D, Part 8, Subdivision E, provides that a corporation may, subject to certain limitations, indemnify its directors, officers, employees and other agents, and individuals serving with respect to any employee benefit plan, and must, in certain cases, indemnify a director or officer for his reasonable costs if he is wholly successful in his defense in a proceeding to which he was a party because he was a director or officer of the corporation. In certain circumstances, a court may order a corporation to indemnify its officers or directors or advance their expenses. Chapter 156D, Section 8.58 allows a corporation to limit or expand its obligation to indemnify its directors, officers, employees and agents in the corporation’s articles of organization, a bylaw adopted by the shareholders, or a contract adopted by its board of directors or shareholders.

Both Chapter 156D, Section 8.57 and Independent’s articles of incorporation provide that the corporation may purchase and maintain insurance against liability incurred by an officer or director in his capacity as officer or director or while serving at Independent’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, or arising out of his status as such. Independent currently maintains directors’ and officers’ liability insurance, which insures the officers and directors of Independent from any claim arising out of an alleged wrongful act by such person in their respective capacities as officers and directors of Independent.

Under Independent’s articles of incorporation and its bylaws, Independent may not indemnify a director or officer unless ordered to do so by a court if his or her conduct: (a) was a breach of the director’s or officer’s duty of loyalty to Independent or its shareholders, (b) was not in good faith or involved intentional misconduct or a knowing violation of law, (c) resulted in an improper distribution under Section 6.40 of Chapter 156D of the Massachusetts General Laws, (d) was conduct from which the director or officer derived an improper personal benefit, or (e) was at least not opposed to the best interests of Independent, if the conduct was with respect to an employee benefit plan, for a purpose he or she reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan.

The determination of whether the relevant standard of conduct have been met shall be made: (a) if there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors or by a majority of the members of a committee of two or more disinterested directors appointed by vote; (b) by special legal counsel selected by a majority vote of all the disinterested directors or by a majority of the members of a committee of two or more disinterested directors appointed by vote; (c) if there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or (d) by the shareholders (but shares owned by or voted under the control of a disinterested director may not be voted on the determination).

Independent is not obligated under its articles of incorporation to indemnify or advance expenses to a director or officer of a predecessor of Independent, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided.

Independent’s articles provide that no amendment or repeal of the indemnification provision of its bylaws or of the relevant provisions of Chapter 156D shall affect or diminish the rights of any indemnified person to indemnification with respect to any action or proceeding arising out of or relating to any actions occurring prior to the final adoption of the amendment or repeal. Independent’s articles of organization provide that no amendment or repeal of the provision limiting the liability of directors shall adversely affect the rights and protections afforded to directors of Independent for acts or omissions occurring prior to the amendment or repeal. The articles also provide that if the Massachusetts Business Corporation Act is subsequently amended to increase the scope of permitted indemnification, indemnification under the articles shall be provided to the full extent permitted or required by the amendment.

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Item 21. Exhibits and Financial Schedules

Number		Title
	2.1	Agreement and Plan of Merger among Independent Bank Corp., Rockland Trust Company, Mayflower Bancorp, Inc. and Mayflower Co-Operative Bank, dated as of May 14, 2013, included as Annex A to this proxy statement/prospectus.*
	2.2	Amendment No. 1 to Agreement and Plan of Merger among Independent Bank Corp., Rockland Trust Company, Mayflower Bancorp, Inc. and Mayflower Co-Operative Bank, dated as of August 6, 2013**
	4.1	Specimen Common Stock Certificate, incorporated by reference to Independent Bank Corp’s annual report on Form 10-K for the year ended December 31, 1992.*
	5.1	Opinion of Choate Hall & Stewart LLP as to the legality of the securities being issued.**
	8.1	Form of tax opinion of Choate Hall & Stewart LLP.*
	8.2	Form of tax opinion of Kilpatrick Townsend & Stockton LLP.*
	23.1	Consent of Ernst & Young LLP*
	23.2	Consent of Parent, McLaughlin & Nangle Certified Public Accountants, Inc.*
	23.3	Consent of Marcum LLP*
	23.4	Consent of Sterne, Agee & Leach, Inc.*
	23.5	Consent of Choate Hall & Stewart (contained in Exhibit 5.1).**
	23.6	Consent of Kilpatrick Townsend & Stockton LLP (to be contained in Exhibit 8.2).***
	24.1	Power of Attorney (included as part of the signature page).**
	99.1	Form of Proxy Card for Meeting of Shareholders of Mayflower Bancorp, Inc.*
	99.2	Fairness Opinion of Sterne, Agee & Leach, Inc., included as Annex B to this proxy statement/prospectus.*
	*	Previously filed with the Registration Statement on Form S-4 (Registration No. 333-189899), filed with the SEC on July 11, 2013.
	**	Filed herewith
	***	To be filed by amendment

Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto which are incorporated by reference into this proxy statement/prospectus.

Item 22. Undertakings

1.        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2.        The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

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3.        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4.        The undersigned registrant hereby undertakes to respond to requests for information that are incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

5.        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and Mayflower being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Hanover, Commonwealth of Massachusetts, on August 6, 2013.

INDEPENDENT BANK CORP.
By:	/s/ Edward H. Seksay
Name:	Edward H. Seksay
Title:	General Counsel

Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Christopher Oddleifson	President, Chief Executive Officer and Director (Principal Executive Officer)	August 6, 2013
* Donna L. Abelli	Director and Chairman of the Board	August 6, 2013
* Denis K. Sheahan	Chief Financial Officer and Treasurer (Principal Financial Officer)	August 6, 2013
* Barry H. Jensen	Controller (Principal Accounting Officer)	August 6, 2013
* Richard S. Anderson	Director	August 6, 2013
* William P. Bissonette	Director	August 6, 2013
* Benjamin A. Gilmore, II	Director	August 6, 2013
* Kevin J. Jones	Director	August 6, 2013
* John J. Morrissey	Director	August 6, 2013
* Eileen C. Miskell	Director	August 6, 2013
* Daniel F. O’Brien	Director	August 6, 2013

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* Carl Ribeiro	Director	August 6, 2013
* Richard H. Sgarzi	Director	August 6, 2013
* John H. Spurr, Jr.	Director	August 6, 2013
* Robert D. Sullivan	Director	August 6, 2013
* Brian S. Tedeschi	Director	August 6, 2013
* Thomas R. Venables	Director	August 6, 2013

/s/ Edward H. Seksay

* Edward H. Seksay as Attorney-in-Fact

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EXHIBIT INDEX

Number		Title
	2.1	Agreement and Plan of Merger among Independent Bank Corp., Rockland Trust Company, Mayflower Bancorp, Inc. and Mayflower Co-Operative Bank, dated as of May 14, 2013, included as Annex A to this proxy statement/prospectus.*
	2.2	Amendment No. 1 to Agreement and Plan of Merger among Independent Bank Corp., Rockland Trust Company, Mayflower Bancorp, Inc. and Mayflower Co-Operative Bank, dated as of August 6, 2013**
	4.1	Specimen Common Stock Certificate, incorporated by reference to Independent Bank Corp’s annual report on Form 10-K for the year ended December 31, 1992.*
	5.1	Opinion of Choate Hall & Stewart LLP as to the legality of the securities being issued.**
	8.1	Form of tax opinion of Choate Hall & Stewart LLP.*
	8.2	Form of tax opinion of Kilpatrick Townsend & Stockton LLP.*
	23.1	Consent of Ernst & Young LLP*
	23.2	Consent of Parent, McLaughlin & Nangle Certified Public Accountants, Inc.*
	23.3	Consent of Marcum LLP*
	23.4	Consent of Sterne, Agee & Leach, Inc.*
	23.5	Consent of Choate Hall & Stewart (contained in Exhibit 5.1).**
	23.6	Consent of Kilpatrick Townsend & Stockton LLP (to be contained in Exhibit 8.2).***
	24.1	Power of Attorney (included as part of the signature page).**
	99.1	Form of Proxy Card for Meeting of Shareholders of Mayflower Bancorp, Inc. *
	99.2	Fairness Opinion of Sterne, Agee & Leach, Inc., included as Annex B to this proxy statement/prospectus.*
	*	Previously filed with the Registration Statement on Form S-4 (Registration No. 333-189899), filed with the SEC on July 11, 2013.
	**	Filed herewith
	***	To be filed by amendment

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EX-2.2

Exhibit 2.2

AMENDMENT NO. 1

TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated May 14, 2013, among Independent Bank Corp. (“Buyer”), Rockland Trust Company (“Buyer Bank”), Mayflower Bancorp, Inc. (“Company”) and Mayflower Co-operative Bank (“Company Bank”) is entered into effective as of August 6, 2013 by and among Buyer, Buyer Bank, Company and Company Bank. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Merger Agreement.

WHEREAS, Section 6.01(e) of the Merger Agreement requires, as a condition to the respective obligations of Buyer and Company to consummate the Merger, that the Buyer and Company shall each have received an opinion from its respective outside counsel to the effect that the Merger is treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Tax Opinions”); and

WHEREAS, it is the intent of the parties hereto that the delivery of the Tax Opinions be a non-waivable condition to the respective obligations of Buyer and Company to consummate the Merger (the “Condition”), as specified in Section 6.01 of the Merger Agreement; and

WHEREAS, the parties hereto desire to amend the Merger Agreement to remove any ambiguity with respect to the non-waivable nature of the Condition arising as a result of the general waiver and amendment provision of Section 9.02 of the Merger Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties to this Amendment agree as follows:

1.        Amendment. Section 9.02 of the Merger Agreement is deleted in its entirety and replaced with the following:

Section 9.02 Waiver; Amendment. Prior to the Effective Time, except for the conditions set forth in Section 6.01(e) and the introductory language of Section 6.01 relating to Section 6.01(e), which may not be waived or amended in any circumstance, or as otherwise expressly provided by this Agreement, any provision of this Agreement may be (a) waived by the party benefited by the provision or (b) amended or modified at any time, by an agreement in writing among the parties hereto executed in the same manner as this Agreement, except that after the Company Meeting no amendment shall be made which by law requires approval by the shareholders of Buyer or Company without obtaining such approval.

2.        Merger Agreement. Except to the extent specifically amended hereby, the Merger Agreement is and shall be unaffected and shall remain in full force and effect. Each of the

parties hereto acknowledges, confirms and ratifies its respective obligations under the Merger Agreement. The parties hereto acknowledge and confirm that for all purposes of the Merger Agreement, the term “Merger Agreement” shall mean the Merger Agreement as amended by and through the date of this Amendment and as further amended from time to time hereafter.

3.        Successors and Assigns. Except as otherwise provided herein, this Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.        Counterparts. This Amendment may be executed in separate counterparts (by facsimile, photo or other electronic means) and may be delivered by electronic mail in “portable document format” (“.pdf”) form or via facsimile, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

5.        Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of The Commonwealth of Massachusetts, without regard for conflict of law provisions.

*        *        *         *

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of this 6th day of August, 2013.

INDEPENDENT BANK CORP.
By:	/s/ Christopher Oddleifson
Name:	Christopher Oddleifson
Title:	President and Chief Executive Officer

ROCKLAND TRUST COMPANY
By:	/s/ Christopher Oddleifson
Name:	Christopher Oddleifson
Title:	President and Chief Executive Officer

MAYFLOWER BANCORP, INC.
By:	/s/ Edward M. Pratt
Name:	Edward M. Pratt
Title:	President and Chief Executive Officer

MAYFLOWER CO-OPERATIVE BANK
By:	/s/ Edward M. Pratt
Name:	Edward M. Pratt
Title:	President and Chief Executive Officer

EX-5.1

Exhibit 5.1

August 6, 2013

Independent Bank Corp.

2036 Washington Street

Hanover, Massachusetts 02339

Re: Registration Statement on Form S-4 of Independent Bank Corp., Registration No. 333-189899

Dear Sir or Madam:

Reference is made to the above-captioned Registration Statement on Form S-4, as amended on the date hereof (the “Registration Statement”), filed by Independent Bank Corp., a Massachusetts corporation (the “Company”), on July 11, 2013 and amended by an Amendment No. 1 filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 834,444 shares of common stock of the Company (the “Shares”) estimated to be issuable upon the consummation of the merger of Mayflower Bancorp, Inc. (“Mayflower”) with and into the Company pursuant to the Agreement and Plan of Merger, dated as of May 14, 2013, by and among Mayflower, Mayflower Co-operative Bank, the Company and Rockland Trust Company (the “Merger Agreement”). This opinion is provided pursuant to the requirements of Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K of the Commission.

We have examined, and are familiar with, and have relied as to factual matters solely upon, the Merger Agreement, the Registration Statement, the Company’s restated articles of organization, the amended and restated by-laws of the Company, the minute books of the Company and originals of such other documents, certificates and proceedings as we have deemed necessary for the purpose of rendering this opinion. In our examination of documents, we have assumed the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or copies, the genuineness of all signatures, the legal capacity of all natural persons, and the completeness and accuracy of the corporate records of the Company provided to us. We have also assumed that any certificates representing the Shares have been, or when issued will be, properly signed by authorized officers of the Company or their agents.

We express no opinion as to the applicability or effect of the laws of any state or jurisdiction other than the laws of The Commonwealth of Massachusetts that, in our experience, are applicable to a transaction of the type contemplated in the Merger Agreement. We express no opinion as to any law or regulation that may be applicable to the Company as a result of the nature of the business(es) or transactions that it may enter into in the future. We express no opinion with respect to the effect of the laws of any other jurisdiction on the transactions contemplated by the Registration Statement or the prospectus included as a part thereof.

In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of the Shares, the Registration Statement will have been declared, and shall remain, effective under the Securities Act, that the registration will apply to the Shares and will not have been modified or rescinded.

Based upon the foregoing, it is our opinion that the Shares to be issued, sold and delivered by you pursuant to the Merger Agreement, when issued, sold and delivered in the manner and for the consideration provided for in the Merger Agreement and described in the Registration Statement and the prospectus included as part thereof, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name in the Registration Statement under the caption “Legal Matters” in the prospectus included as a part thereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Our opinion above is based on facts, circumstances and law as in effect on the date hereof.

Very truly yours,

/s/ Choate, Hall & Stewart LLP

CHOATE, HALL & STEWART LLP