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): May 24, 2012

INTERVEST BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-23377	13-3699013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1 Rockefeller Plaza, Suite 400, New York, New York		10020-2002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number Including Area Code: (212) 218-2800

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ 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 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective May 24, 2012, the shareholders of Intervest Bancshares Corporation (the “Company”) approved an amendment and restatement of the Company’s Certificate of Incorporation to eliminate all references to Class B Common Stock and to rename the Company’s Class A Common Stock as Common Stock. The text of the Restated Certificate of Incorporation as so amended is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (the “Meeting”) of Intervest Bancshares Corporation (the “Company”) was held on May 24, 2012. As of the record date of March 30, 2012, there were a total of 21,590,689 shares of common stock outstanding and entitled to vote at the Meeting. At the Meeting, 20,111,444 shares of common stock were present in person or by proxy, representing a quorum.

At the meeting, the Company’s shareholders: (i) elected each of the eight persons listed below under “Election of Directors” to serve as a director of the Company until the next annual meeting of shareholders; (ii) approved a non-binding advisory proposal on executive officer compensation; (iii) approved a proposal to amend and restate the Certificate of Incorporation to eliminate all references to Class B Common Stock and to rename Class A Common Stock as Common Stock; and (iv) ratified the appointment of Hacker, Johnson & Smith, P.A., P.C., as the Company’s independent auditor for 2012.

The results of the voting at the annual meeting on each such matter is set out below.

1. Election of Directors.

Directors	Votes For		Withheld		Abstain		Broker Non-Votes
Michael A. Callen		12,347,855		198,948		-0-		7,564,641
Lowell S. Dansker		11,519,225		1,027,578		-0-		7,564,641
Paul R. DeRosa		12,348,855		197,948		-0-		7,564,641
Stephen A. Helman		11,624,532		922,271		-0-		7,564,641
Wayne F. Holly		12,348,725		198,078		-0-		7,564,641
Lawton Swan, III		12,348,725		198,078		-0-		7,564,641
Thomas E. Willett		11,007,360		1,539,443		-0-		7,564,641
Wesley T. Wood		11,625,132		921,671		-0-		7,564,641

2. Non-Binding Advisory Proposal on the Compensation of the Company’s Executive Officers.

Votes For		Votes Against		Abstain		Broker Non-Votes
	11,512,262		946,368		88,173		7,564,641

3. Proposal to amend and restate the Company’s Certificate of Incorporation to eliminate any and all references to Class B Common Stock and to rename the Company’s Class A Common Stock “Common Stock”.

Votes For		Votes Against		Abstain		Broker Non-Votes
	12,340,093		195,350		11,360		7,564,641

4. Ratification of appointment of Hacker, Johnson & Smith P.A., P.C. as independent auditor for 2012.

Votes For		Votes Against		Abstain		Broker Non-Votes
	18,769,906		114,138		1,227,400		—

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	Restated Certificate of Incorporation, effective May 24, 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 thereunto duly authorized.

	INTERVEST BANCSHARES CORPORATION
Date: May 25, 2012	By:	/s/ Lowell S. Dansker
		Lowell S. Dansker
		Chairman and Chief Executive Officer

EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

INTERVEST BANCSHARES CORPORATION

Intervest Bancshares Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: The original Certificate of Incorporation of Intervest Bancshares Corporation was filed with the Secretary of State of Delaware on February 5, 1993.

SECOND: The Certificate of Incorporation, as amended heretofore, is hereby further amended to: (i) remove from authorization shares of Class B Common Stock; (ii) eliminate provisions related to the Class B Common Stock; and (iii) rename the Class A Common Stock to Common Stock. The Restated Certificate of Incorporation in the form that follows has been duly adopted in accordance with the provisions of Sections 245 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.

THIRD: The text of the Certificate of Incorporation, as amended heretofore, is hereby restated as further amended to read in full as set forth in Exhibit A attached hereto and is hereby incorporated herein by this reference.

IN WITNESS WHEREOF, the undersigned, being the President and Secretary, respectively of the Corporation, hereby execute this Restated Certificate of Incorporation this 24th day of May, 2012 and hereby affirm the truth of the statements contained herein under penalties of perjury.

INTERVEST BANCSHARES CORPORATION
By:	/s/ Lowell S. Dansker
	Lowell S. Dansker, President

ATTEST:

By:	/s/ Stephen A. Helman
	Stephen A. Helman, Secretary

Exhibit A

CERTIFICATE OF INCORPORATION

OF

INTERVEST BANCSHARES CORPORATION

i) The name of the corporation is Intervest Bancshares Corporation.

ii) The address of the registered office of the Corporation in the State of Delaware is 615 South Dupont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of its registered agent at such address is Colby Attorneys Service Co., Inc.

iii) The purpose for which it is formed is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

iv) (a) The Corporation is authorized to issue two classes of shares to be designated, respectively, Preferred Stock (“Preferred Stock”) and Common Stock (“Common Stock”). The total number of shares of capital stock that the Corporation is authorized to issue is Sixty Two Million Three Hundred Thousand (62,300,000). The total number shares of Preferred Stock this Corporation shall have authority to issue is Three Hundred Thousand (300,000). The total number of shares of Common Stock this Corporation shall have authority to issue is Sixty Two Million (62,000,000). All of the shares of capital stock shall have a par value of $1.00 per share.

(b) The Board of Directors of the Corporation (the “Board of Directors”) is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock from time to time in one or more series. The Board of Directors is expressly authorized to provide for the issue of all or any of the shares of Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

(c) The powers, preferences, rights, restrictions and other matters relating to the Common Stock are as follows:

(i) Dividends. Subject to preferences that may be applicable to any outstanding shares of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive cash dividends when and as declared by the Board of Directors out of funds legally available therefor.

(ii) Voting. In all matters as to which the vote or consent of stockholders of the Corporation shall be required or be taken, the holders of the shares of Common Stock shall be entitled to one vote for each share of such stock held by them.

(iii) Liquidation. Subject to any preferences that may be applicable to any outstanding shares of Preferred Stock, in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the shares of Common Stock shall be entitled to share ratably, without distinction as to class, in all of the assets of the Corporation available for distribution to its stockholders.

v) The Board of Directors of the Corporation is expressly authorized to make, alter or repeal bylaws of this Corporation, but the stockholders may make additional bylaws and may alter or repeal any bylaw whether adopted by them or otherwise.

vi) Election of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

vii) To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same now exist or may hereafter be amended in a manner more favorable to directors, the directors of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.