SEC Comment Letter for BAR HARBOR BANKSHARES (BHB) (CIK 0000743367) (BHB) — May 29, 2009
BAR HARBOR BANKSHARES (BHB) (CIK 0000743367)
Date: May 29, 2009 · CIK: 0000743367 · Accession: 0000000000-09-028743
AI Filing Summary & Sentiment
File numbers found in text: 001-13349
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 May 29, 2009 By U.S. Mail and Facsimile to: (207) 288-3328 Gerald Shencavitz Executive Vice President & Chief Financial Officer Bar Harbor Bankshares 82 Main Street Bar Harbor, ME 04609-0400
Re: Bar Harbor Bankshares Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 16, 2009 File No. 001-13349
Dear Mr. Shencavitz:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Item 11. Executive Compensation
Short-term, Annual Incentive Cash Compen sation Program, page 17 of Definitive Proxy Statement on Schedule 14A 1. Please tell us why you have not disclose d certain of the performance targets utilized in determining annual cash incentive compensation for your named executive officers for the 2008 fiscal year . For example, you have not disclosed
Gerald Shencavitz Bar Harbor Bankshares May 29, 2009 Page 2
the specific targets for credit asset qu ality, loan and deposit growth and other individual goals that were used as bases for awarding cash bonuses to your named executive officers. To the extent you be lieve that disclosure of the historical performance targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion. In particular, your competitiv e harm analysis should clearly explain the nexus between disclosure of the pe rformance objectives and the competitive harm that is likely to result from disc losure. Refer to Item 402(b)(2)(v) of Regulation S-K and Regulat ion S-K Compliance and Di sclosure Interpretation 118.04. 2008 Grants of Plan-Based Awards, page 26 of Definitive Proxy Statement on Schedule 14A 2. Please tell us how you calculated the amounts disclosed in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards section of the table. We note, for example, that the amounts disclosed in this table for Mr. Murphy do not correspond to the threshold, target and stretch percentages of 12.50%, 25.00% and 37.50% of base salary disclosed on page 17 of the definitive proxy statement. We also note that you do not disclose the gr ant dates for each award as required by Item 402(d)(2)(ii) of Regulation S-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Voting Securities and Principal Holders Thereof, page 4 of Definitive Proxy Statement on Schedule 14A 3. Please tell us the natural person who hol ds voting power or investment power over the shares held by Shufro Rose & C o., LLC and include this disclosure in future filings. Item 13. Certain Relationships and Relate d Transactions and Director Independence
Indebtedness of Management, page 40 of Definitive Proxy Statement on Schedule 14A
4. It is unclear from your disclosure in the third paragraph whether you are in compliance with the disclosure requireme nts of Item 404 of Regulation S-K. Please tell us if the company meets the re quirements of Instruction 4(c) to Item 404(a) of Regulation S-K. If so, please re vise your future filings to clarify your transactions with related pa rties disclosure accordingly.
Gerald Shencavitz Bar Harbor Bankshares May 29, 2009 Page 3
Signatures
5. Please tell us if the report has been signed by the company’s controller or principal accounting officer. Please also c onfirm that you will clearly identify the company’s controller or pr incipal accounting officer as a signatory in future filings. Refer to General Inst ruction D(2)(a) to Form 10-K. Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your responses to our comments and provides any requested in formation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Gerald Shencavitz Bar Harbor Bankshares May 29, 2009 Page 4
Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3464 with any questions
Sincerely,
Kathryn McHale Staff Attorney
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
May 29, 2009
By U.S. Mail and Facsimile to: (207) 288-3328
Gerald Shencavitz Executive Vice President & Chief Financial Officer Bar Harbor Bankshares 82 Main Street Bar Harbor, ME 04609-0400
Re: Bar Harbor Bankshares
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 16, 2009
File No. 001-13349
Dear Mr. Shencavitz:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2008
Item 11. Executive Compensation
Short-term, Annual Incentive Cash Compen sation Program, page 17 of Definitive Proxy
Statement on Schedule 14A
1. Please tell us why you have not disclose d certain of the performance targets
utilized in determining annual cash incentive compensation for your named
executive officers for the 2008 fiscal year . For example, you have not disclosed
Gerald Shencavitz
Bar Harbor Bankshares May 29, 2009 Page 2
the specific targets for credit asset qu ality, loan and deposit growth and other
individual goals that were used as bases for awarding cash bonuses to your named
executive officers. To the extent you be lieve that disclosure of the historical
performance targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, please provide a detailed supplemental analysis supporting your conclusion. In particular, your competitiv e harm analysis should clearly explain
the nexus between disclosure of the pe rformance objectives and the competitive
harm that is likely to result from disc losure. Refer to Item 402(b)(2)(v) of
Regulation S-K and Regulat ion S-K Compliance and Di sclosure Interpretation
118.04.
2008 Grants of Plan-Based Awards, page 26 of Definitive Proxy Statement on Schedule
14A
2. Please tell us how you calculated the amounts disclosed in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards section of the table. We note, for example, that the amounts disclosed in this table for Mr. Murphy do not correspond to the threshold, target and stretch percentages of 12.50%, 25.00% and
37.50% of base salary disclosed on page 17 of the definitive proxy statement. We
also note that you do not disclose the gr ant dates for each award as required by
Item 402(d)(2)(ii) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Voting Securities and Principal Holders Thereof, page 4 of Definitive Proxy Statement
on Schedule 14A
3. Please tell us the natural person who hol ds voting power or investment power
over the shares held by Shufro Rose & C o., LLC and include this disclosure in
future filings.
Item 13. Certain Relationships and Relate d Transactions and Director Independence
Indebtedness of Management, page 40 of Definitive Proxy Statement on Schedule 14A
4. It is unclear from your disclosure in the third paragraph whether you are in
compliance with the disclosure requireme nts of Item 404 of Regulation S-K.
Please tell us if the company meets the re quirements of Instruction 4(c) to Item
404(a) of Regulation S-K. If so, please re vise your future filings to clarify your
transactions with related pa rties disclosure accordingly.
Gerald Shencavitz
Bar Harbor Bankshares May 29, 2009 Page 3
Signatures
5. Please tell us if the report has been signed by the company’s controller or
principal accounting officer. Please also c onfirm that you will clearly identify the
company’s controller or pr incipal accounting officer as a signatory in future
filings. Refer to General Inst ruction D(2)(a) to Form 10-K.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Gerald Shencavitz
Bar Harbor Bankshares May 29, 2009 Page 4
Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3464 with any
questions
Sincerely,
Kathryn McHale Staff Attorney