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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: February 19, 2008
Century Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Massachusetts
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0-15752
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04-2498617 |
| (State or other jurisdiction
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(Commission File No.)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 400 Mystic Avenue |
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| Medford, MA
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02155 |
| (Address of principal executive
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(Zip Code) |
| offices) |
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(781) 391-4000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 5.05 |
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics |
On February 12, 2008, the Board of Directors of Century Bancorp, Inc. (the “Company”) approved
the amendment of the Code of Ethics (the “Code”) of the Company.
The main purpose for amending the Code was to enhance, clarify, or modify certain sections.
In particular, coverage of the Federal Bank Bribery Law, 18 U.S.C. 215 was expanded, and a general
exception to the prohibitions thereunder and under the Code was added to permit the acceptance of
awards from civic, charitable, educational, or religious organizations. The Code was also modified
to explicitly require cooperation with the Company’s auditors, regulators, and attorneys and full
and honest responses to their inquiries and to designate the failure to follow the reporting
requirements set forth in the Code as a separate breach of the Code. The Insider Trading section
of the Code, which establishes a blackout period for trading of the Company’s stock, was also
expanded to explicitly exempt the exercise of stock options from this trading prohibition. Any
subsequent sales of shares resulting from such option exercises remain subject to this trading
prohibition. A non-substantive addition was also made to the Code.
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| Item 9.01 |
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Financial Statements and Exhibits |
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14 |
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Century Bancorp’s Code of Ethics, amended as of February 12, 2008 |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CENTURY BANCORP, INC.
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/s/ William P. Hornby
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William P. Hornby |
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Chief Financial Officer and Treasurer |
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Dated: February 19, 2008 |
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