Registration No. 333-_____
Filed July 11, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Independent Bank Corp.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
MASSACHUSETTS 04-287-0273
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(State of Incorporation) (I.R.S. Employer Identification No.)
288 Union Street
Rockland, Massachusetts 02370
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(Address of Principal Executive Offices)
Rockland Trust Company
Employee Savings and Profit Sharing Plan
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(Full Title of the Plan)
Copies to:.
Douglas H. Philipsen, President Hugh T. Wilkinson, Esq.
Independent Bank Corp. Elias, Matz, Tiernan & Herrick L.L.P.
288 Union Street 734 15th Street, N.W.
Rockland, Massachusetts 02370 Washington, D.C. 20005
- ------------------------------- (202) 347-0300
(Name and Address of Agent For Service)
(617) 878-6100
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(Telephone Number, Including
Area Code, of Agent for Service)
Page 1 of 8 pages
Index to Exhibits is located on page 3.
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price(2) Fee
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Common Stock,
par value
$.01 100,000 $13.16(2) $1,316,000 $398.79
shares(1)
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also
covers an indeterminate amount of participation interests
to be offered or sold pursuant to the Employee Savings and
Profit Sharing Plan ("Plan") of Rockland Trust Company, the
wholly owned subsidiary of Independent Bank Corp.
("Company" or "Registrant").
(2) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to
Rule 457(h). The Proposed Maximum Offering Price Per Share
is the average of the high and low prices of the common
stock, par value $.01 per share (the "Common Stock") of the
Registrant on July 9, 1997.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with
Section 8(a) of the Securities Act of 1933, as amended, and
17 C.F.R. <section> 230.462.
__________________________
This Registration Statement registers shares to be
purchased pursuant to the Plan in addition to shares which
were previously registered by the Company's Registration
Statement on Form S-8 (Commission File No. 33-75530) filed
with the Securities and Exchange Commission ("Commission")
on February 18, 1994. The contents of the prior Form S-8
are incorporated by reference.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits
The following exhibits are filed with this Registration Statement
on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of
Regulation S-K):
NO. EXHIBIT PAGE
4 Specimen Common Stock Certificate. *
23 Consent of Arthur Andersen LLP E-1
24 Power of attorney for any subsequent
amendments (located in the
signature pages of this
Registration Statement). --
________________
* Incorporated by reference from the Company's Registration
Statement on Form S-4 (Commission File No. 33-00229) as filed with the
Commission.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rockland, Commonwealth of Massachusetts, on this 10th day
of July, 1997.
INDEPENDENT BANK CORP.
By:/S/ JOHN F. SPENCE, JR.
John F. Spence, Jr.
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated. Each person whose signature appears below
hereby makes, constitutes and appoints John F. Spence, Jr.,
Douglas H. Philipsen and Richard J. Seaman and each of them
acting individually, his true and lawful attorneys, with
full power to sign for such person and in such person's
name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorneys to any and
all amendments.
/S/ JOHN F. SPENCE, JR. July 10, 1997
John F. Spence, Jr.
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
/S/ DOUGLAS H. PHILIPSEN July 10, 1997
Douglas H. Philipsen
Director and President
/S/ RICHARD J. SEAMAN July 10, 1997
Richard J. Seaman
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/S/ RICHARD S. ANDERSON July 10, 1997
Richard S. Anderson
Director
4
<PAGE>
/S/ DONALD S. ATKINS July 10, 1997
Donald S. Atkins
Director
/S/ W. PAUL CLARK July 10, 1997
W. Paul Clark
Director
/S/ ROBERT L. CUSHING July 10, 1997
Robert L. Cushing
Director
/S/ BENJAMIN A. GILMORE, II July 10, 1997
Benjamin A. Gilmore, II
Director
/S/ LAWRENCE M. LEVINSON July 10, 1997
Lawrence M. Levinson
Director
/S/ RICHARD H. SGARZI July 10, 1997
Richard H. Sgarzi
Director
/S/ ROBERT J. SPENCE July 10, 1997
Robert J. Spence
Director
/S/ WILLIAM J. SPENCE July 10, 1997
William J. Spence
Director
/S/ BRIAN S. TEDESCHI July 10, 1997
Brian S. Tedeschi
Director
/S/ THOMAS J. TEUTEN July 10, 1997
Thomas J. Teuten
Director
5
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the administrators have duly caused this Registration
Statement to be signed by the undersigned, thereunto duly
authorized, in the City of Rockland, Commonwealth of
Massachusetts, on July 10, 1997.
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS AND PROFIT
SHARING PLAN
July 10, 1997 By:/S/ S. LEE MILLER
S. Lee Miller
Administrator
July 10, 1997 By:/S/ RICHARD J. SEAMAN
Richard J. Seaman
Administrator
July 10, 1997 By:/S/ RAYMOND FUERSCHBACH
Raymond Fuerschbach
Administrator
6
EXHIBIT 23
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement, of our report dated January 21,
1997, incorporated by reference in Independent Bank Corp's Form 10-K for the
year ended December 31, 1996 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
July 8, 1997
