form10ka-99893_merdian.htm

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1

ý
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Fiscal Year Ended December 31, 2008
OR
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to __________________

Commission file number 001-33898

Meridian Interstate Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts
20-4652200
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
10 Meridian Street, East Boston, Massachusetts
02128
(Address of Principal Executive Offices)
Zip Code

(617) 567-1500
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

 
Name of Each
Title of Each Class
Exchange on Which Registered
Common Stock, no par value
The NASDAQ Global Select Stock Market, LLC

Securities Registered Pursuant to Section 12(g) of the Act:       None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes          o           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 Act.
Yes          o           No          x

Indicate by check mark whether 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 and (2) has been subject to such filing requirements for the past 90 days.
Yes          x           No          o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's 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.    x

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. (Check one):
Large Accelerated Filer   o Accelerated Filer     x  Non Accelerated Filer     o        Smaller reporting company      o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes          o           No          x

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price of such stock on June 30, 2008 was approximately $88,676,532.  As of March 1, 2009, there were 23,000,000 outstanding shares of the Registrant’s common stock, the majority of which are owned by the Registrant’s mutual holding company parent, Meridian Financial Services, Incorporated.

DOCUMENTS INCORPORATED BY REFERENCE
None.

 
 
 

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A for the Fiscal Year Ended December 31, 2008 of Meridian Interstate Bancorp, Inc. is being filed for the purposes of removing the signature of a director, Philip F. Freehan, whose signature was inadvertently included in the initial filing of the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008.  The registrant has also attached to this Form 10-K/A Exhibit 10.15 which includes amendments to certain directors’ supplemental retirement agreements dated December 9, 2004, as amended April 18, 2006, which were adopted to bring such agreements into compliance with Section 409A of the Internal Revenue Code.

 
 
 


  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 
MERIDIAN INTERSTATE BANCORP, INC.
     
     
Date:  April 7, 2009
By:
/s/ Richard J. Gavegnano
 
Richard J. Gavegnano
 
Chairman of the Board and Chief Executive Officer
 
(Duly Authorized Representative)


Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures
  
Title
  
Date
 
/s/ Richard J. Gavegnano
  
Chairman of the Board and Chief
  
April 7, 2009
Richard J. Gavegnano
  
Executive Officer (Principal Executive Officer)
    
         
/s/ Leonard V. Siuda
  
Chief Financial Officer and Treasurer
  
April 7, 2009
Leonard V. Siuda
  
 (Principal Financial and Accounting Officer)
    
         
/s/ Vincent D. Basile
  
Director
  
April 7, 2009
Vincent D. Basile
        
         
/s/ Anna R. DiMaria
  
Director
  
April 7, 2009
Anna R. DiMaria
        
         
/s/ Domenic A. Gambardella
  
Director
  
April 7, 2009
Domenic A. Gambardella
        
         
/s/ Edward L. Lynch
  
Director
  
April 7, 2009
Edward L. Lynch
        
         
/s/ Gregory F. Natalucci
  
Director
  
April 7, 2009
Gregory F. Natalucci
        

 
 
 


Signatures
  
Title
  
Date
         
/s/ James G. Sartori
  
Director
  
April 7, 2009
James G. Sartori
        
         
/s/ Paul T. Sullivan
  
Director
  
April 7, 2009
Paul T. Sullivan
        
         
/s/ Marilyn A. Censullo
  
Director
  
April 7, 2009
Marilyn A. Censullo
        
         
/s/ Richard D. Fernandez
  
Director
  
April 7, 2009
Richard D. Fernandez
        
         
/s/ Carl A. LaGreca
  
Director
  
April 7, 2009
Carl A. LaGreca