UNITED STATES

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 (Date of Earliest Event Reported): January 19, 2012

INTERVEST BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Registrant’s Telephone Number Including Area Code: (212) 218-2800

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):

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2012, the Compensation Committee of the Board of Directors of Intervest Bancshares Corporation (the “Company”) approved restricted Class A common stock awards under the Company’s Long Term Incentive Plan to the Company’s executive officers, directors and other officers and employees of its wholly-owned subsidiary, Intervest National Bank.

The Company is a participant in the Troubled Asset Relief Program (TARP) Capital Purchase Program (CPP) under the Emergency Economic Stabilization Act of 2008 (EESA), as amended by the American Recovery and Reinvestment Act of 2009 (ARRA). The ARRA places restrictions on the Company’s ability to pay cash bonuses to certain employees, but permits the award of restricted stock subject to certain limitations. The restrictions apply during the period in which the obligations to the Treasury remain outstanding (the “TARP Period”).

The Compensation Committee granted long term restricted stock awards to the Company’s named executive officers, consistent with those limitations, as follows:

On January 19, 2012, the Compensation Committee also approved restricted awards to the non-employee directors of the Company. Each of the six non-employee directors received an award of 40,000 shares of restricted stock, or a total award of 240,000 shares, and the grant date fair value for each award was $116,000, or a total fair value of $696,000. The restricted stock awards vest 100% on January 18, 2013 provided that, on the vesting date, the participant is serving as a member of the Board of Directors of the Company. The restricted stock awards are subject to other terms and conditions of the Long Term Incentive Plan and to the form of Restricted Stock Award Agreement.

On January 19, 2012, the Compensation Committee also approved restricted Class A common stock awards to a number of other officers and employees of Intervest National Bank totaling 50,400 shares and with a total grant date fair value of $146,160. The awards vest in three equal installments, with one third on January 18, 2013, one third on January 18, 2014 and the remaining third on January 18, 2015, subject to the participant’s continued employment and subject to accelerated vesting upon the death or disability of the participant or upon a change in control of the Company. The restricted stock awards are subject to other terms and conditions of the Long Term Incentive Plan and to the form of Restricted Stock Award Agreement.

Item 9.01. Financial Statements and Exhibits.

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 thereunto duly authorized.