<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INDEPENDENT BANK CORP. INDEPENDENT CAPITAL TRUST II
(Exact name of Registrant as (Exact name of Registrant as specified in
specified in its charter) its trust agreement)
MASSACHUSETTS DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
04-2870273 04-6901632
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
-----------------------------
288 UNION STREET
ROCKLAND, MASSACHUSETTS 02370
(617) 878-6100
(Address of principal executive offices)
Securities Act registration statement file numbers to which this form relates:
333-89835 and 333-89835-01
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instructions A.(c), please check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box /X/
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
____% Cumulative Trust Preferred Securities of Independent Capital Trust II
___% Junior Subordinated Deferrable Interest Debentures of Independent Bank
Corp. Guarantee of Independent Bank Corp. with respect to the Trust Preferred
Securities
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information relating to the Registrants' securities
required by Item 202 of Regulation S-K is hereby incorporated by
reference to the information presented under the captions "Description
of Trust Preferred Securities," "Description of Junior Subordinated
Debentures," "Description of Guarantee" and "Relationship Among the
Trust Preferred Securities, the Junior Subordinated Debentures and the
Guarantee" in the Registrants' Registration Statement on Form S-3
(Registration No. 333-89835 and 333-89835-01) filed with the Commission
on October 28, 1999 (the "Form S-3"), and the same sections in the
Prospectus to be filed pursuant to Rule 424(b) which are deemed to be
incorporated by reference herein.
ITEM 2. EXHIBITS
4.1 Indenture of Independent Bank Corp relating to the Junior
Subordinated Debentures.(1)
4.2 Form of Certificate of Junior Subordinated Debentures
(included as an exhibit to Exhibit 4.1)
4.3 Certificate of Trust of Independent Capital Trust II.(2)
4.4 Amended and Restated Declaration of Trust of Independent
Capital Trust II.(3)
4.5 Form of Trust Preferred Security Certificate of Independent
Capital Trust II (included as an exhibit to Exhibit 4.4).
4.6 Form of Trust Preferred Securities Guarantee Agreement.(4)
- ----------
(1) Incorporated by reference to Exhibit 4.1 to the Form S-3.
(2) Incorporated by reference to Exhibit 4.3 to the Form S-3.
(3) Incorporated by reference to Exhibit 4.4 to the Form S-3.
(4) Incorporated by reference to Exhibit 4.6 to the Form S-3.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
INDEPENDENT BANK CORP.
Date: January 24, 2000 By: /s/ Richard J. Seaman
------------------------------------------
Richard J. Seaman, Chief Financial Officer
INDEPENDENT CAPITAL TRUST II
Date: January 24, 2000 By: /s/ Richard J. Seaman
------------------------------------------
Richard J. Seaman, Administrative Trustee
3
