Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2005 (December 21, 2005)
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BANCORP RHODE ISLAND, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island 333-33182 05-0509802
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
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One Turks Head Place, Providence, Rhode Island 02903
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(Address of principal executive offices)
(401) 456-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-02(b))
Item 7.01. Regulation FD Disclosure
On December 21, 2005, Bancorp Rhode Island, Inc. (the "Company") hosted a
conference call at which President and CEO, Merrill W. Sherman provided guidance
on its 2005 earnings and discussed the Company's prospects for 2006. A copy of
the Ms. Sherman's prepared remarks is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. A playback of the call is available until
11:59 p.m. on Friday, December 23, 2005. The replay dial-in number is (877)
519-4471. When prompted, enter the conference ID number 6844713. A Webcast of
the call is also available on the Company's website, www.bankri.com.
During the call, Ms. Sherman incorrectly stated that the Company's estimate for
2005 earnings per share (EPS) was approximately $2.11 to $2.14 per share. The
2005 EPS estimate should have been approximately $2.00 to $2.04 per share. The
higher number is an estimated undiluted EPS for 2005.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit
Exhibit No. Exhibit
99.1 CEO Merrill W Sherman's prepared remarks for December 21, 2005 conference call.
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 CEO Merrill W Sherman's prepared remarks for December 21, 2005 conference call.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BANCORP RHODE ISLAND, INC.
By: /s/ Linda H. Simmons
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Linda H. Simmons
Chief Financial Officer
Date: December 21, 2005