8-K 1 form8k_old-120307.txt 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): December 3, 2007 ---------------- United Financial Bancorp, Inc. ------------------------------ (Exact name of registrant as specified in its charter) Federal 000-51369 83-0395247 ---------------------------- --------------------- ------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 95 Elm Street West Springfield, Massachusetts 01089 ------------------------------- ----- (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (413) 787-1700 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] 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-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) Item 8.01 Other Events. ------------- On December 3, 2007, United Financial Bancorp, Inc., a Maryland corporation ("United Financial-Maryland" or the "Company"), completed the "second-step" conversion of United Bank (the "Bank") from the mutual holding company structure to the stock holding company structure (the "Conversion") pursuant to a Plan of Conversion and Reorganization, as amended (the "Plan"). Upon completion of the Conversion, United Financial-Maryland became the holding company for the Bank and owns all of the issued and outstanding shares of the Bank's common stock. In connection with the Conversion, 9,564,570 shares of common stock, par value $0.01 per share, of United Financial-Maryland ("Common Stock") were sold in subscription, community and syndicated community offerings to certain depositors of the Bank and other investors for $10.00 per share, or $95.6 million in the aggregate (the "Offerings"), and 8,199,797 shares of United Financial-Maryland Common Stock were issued in exchange for the outstanding shares of common stock of United Financial Bancorp, Inc., the former federal mid-tier holding company for the Bank ("United Financial-Federal"), held by the "public" shareholders of United Financial-Federal (all shareholders except United Mutual Holding Company). Each share of common stock of United Financial-Federal was converted into the right to receive 1.04079 shares of United Financial-Maryland Common Stock in the Conversion. The issuance of the United Financial-Maryland Common Stock in the Offerings and the Conversion was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-144245) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission ("SEC") on June 29, 2007, as amended, and declared effective by the SEC on October 12, 2007. The United Financial-Maryland Common Stock is deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the successor to United Financial-Federal pursuant to subsection (a) of Rule 12g-3 promulgated under the Exchange Act. The United Financial-Maryland Common Stock has been approved for listing on the Global Select Market of The NASDAQ Stock Market LLC commencing on December 4, 2007. For the initial 20 trading days, the United Financial-Maryland Common Stock will trade under the symbol "UBNKD." After the initial 20 trading days, the trading symbol for the United Financial-Maryland Common Stock will be "UBNK." United Financial-Maryland (SEC File No. 000-52947) is the successor to United Financial-Federal and United Financial-Federal will not file any additional reports under the Securities Exchange Act of 1934, as amended. For additional information, reference is made to the press release of United Financial-Maryland, dated December 3, 2007, included as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release, dated December 3, 2007 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. UNITED FINANCIAL BANCORP, INC. DATE: December 3, 2007 By: /s/ Richard B. Collins ---------------- ------------------------------------- Richard B. Collins President and Chief Executive Officer

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): April 20, 2007

UNITED FINANCIAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Federal	000-51369	83-0395247
(State or Other Jurisdiction	(Commission File No.)	(I.R.S. Employer
of Incorporation)	Identification No.)
95 Elm Street, West Springfield, Massachusetts		01089
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (413) 787-1700

Not Applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 20, 2007, United Financial Bancorp, Inc. issued a press release disclosing financial results for the three months ended March 31, 2007. The Company also announced a quarterly dividend payment of $0.06 per share payable on May 29, 2007 to shareholders of record as of May 15, 2007. A copy of the press release is included as Exhibit 99.1 to this report.

The information in the preceding paragraph, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(d) Exhibits.

	Exhibit No.	Description
	99.1	Press release dated April 20, 2007

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.

	UNITED FINANCIAL BANCORP, INC.
DATE: April 23, 2007	By:	/s/ Richard B. Collins
		Richard B. Collins
		President and Chief Executive Officer

Filing Compare · United Financial Bancorp Inc