Amendment: Camden National Corporation filed SEC Form 8-K: Financial Statements and Exhibits
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Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 2, 2025
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EXPLANATORY NOTE
On January 2, 2025, Camden National Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, its acquisition of Northway Financial, Inc. (“Northway”) pursuant to an Agreement and Plan of Merger, dated September 9, 2024, by and between the Company and Northway, which provided for the merger of Northway with and into the Company, with the Company surviving (the “Merger”).
This Current Report on Form 8-K/A (this “Amended 8-K”) amends and supplements the Original 8-K, and is being filed to provide historical financial statements and pro forma financial information pursuant to Items 9.01(a) and 9.01(b) of Form 8-K, respectively. In accordance with the requirements of Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K, this Amended 8-K is being filed within 71 calendar days after the date that the Original 8-K was required to be filed with respect to the Merger.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(a) Financial statements of businesses acquired.
The audited financial statements of Northway for the fiscal year ended December 31, 2024 are filed herewith as Exhibit 99.1 and incorporated herein by reference. The consent of Baker Newman & Noyes LLC, Northway’s independent auditor, is attached as Exhibit 23.1 hereto.
(b) Pro forma financial information.
The Company’s unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives effect to the Merger as if it had been consummated on December 31, 2024 and the Company’s unaudited pro forma condensed combined statement of income gives effect to the Merger as if it had been consummated on January 1, 2024. The pro forma financial statements are both filed herewith as Exhibit 99.2 and incorporated herein by reference.
The pro forma financial information included in this Amended 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Northway would have achieved had the businesses been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined businesses may achieve.
This Amended 8-K does not modify or update the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, nor does it reflect any subsequent information or events.
(d) The following exhibits are filed with this Report:
| Exhibit No. | Description | ||||
| 101 | Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
| 104 | Cover Page Interactive Data File - Included in Exhibit 101. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 11, 2025
| CAMDEN NATIONAL CORPORATION (Registrant) | ||||||||
| By: | /s/ MICHAEL R. ARCHER | |||||||
| Michael R. Archer Chief Financial Officer and Principal Financial & Accounting Officer | ||||||||