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): ~~May~~July 3112, 2012

BEACON FEDERAL BANCORP, INC.

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Maryland	001-33713	26-0706826
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

Maryland

(State or Other Jurisdiction

of Incorporation)

001-33713

(Commission

File Number)

26-0706826

(I.R.S. Employer

Identification No.)

6611 Manlius Center Road, East Syracuse, NY 13057

(Address of principal executive offices) ~~(Zip Code)~~

(315) 433-0111

(Registrant’'s telephone number, including area code)

Not ~~applicable~~Applicable

(Former ~~name~~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:

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:

¨	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))

~~[X]~~Item ~~Written~~1.01 Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~425 under the Securities Act (17 CFR 230.425)~~Agreement

[ Effective ~~] Soliciting~~July ~~material~~12, ~~pursuant~~2012, toBeacon ~~Rule~~Federal ~~14a~~Bancorp, Inc.’s wholly-12owned ~~under~~subsidiary, Beacon Federal (the ~~Exchange~~“Bank”) ~~Act~~and the Office of the Comptroller of the Currency (17the ~~CFR~~“OCC”) ~~240.14a-12~~entered into a formal agreement (the “Agreement”). The Agreement provides that:

[• ~~] Pre-commencement~~the ~~communications~~Bank ~~pursuant~~will not be permitted to ~~Rule~~declare ~~14d~~a dividend or make any other capital distributions without the prior written approval of the OCC; •within 30 days of the date of the Agreement, the Board must establish a compliance committee that will be responsible for monitoring and coordinating the Bank’s adherence to the provisions of the Agreement; • within 60 days of the date of the Agreement, the Board will review and assess the qualifications of each senior executive officer and director to ensure that the Bank has competent management in place to carry out the Board’s policies and ensure compliance with the Agreement, applicable laws, rules and regulations; • the Bank must comply with regulatory prior approval requirements with respect to appointments of proposed directors and senior executive officers; • within 120 days of the date of the Agreement, the Board must develop and, subject to the receipt of OCC non-2objection, implement and thereafter ensure the Bank’s adherence to a three year capital program (bwhich will be updated yearly or more frequently, if necessary) ~~under~~consistent with the ~~Exchange~~Bank’s ~~Act~~business ~~(17~~plan; ~~CFR~~• ~~240.14d~~within 120 days of the date of the Agreement, the Board must develop and, subject to the receipt of OCC non-~~2(b))~~objection, implement and thereafter ensure the Bank’s adherence to a written three year business plan; • within 90 days of the date of the Agreement, the Board must develop, implement and thereafter ensure the Bank’s adherence to a written corporate business continuity plan; • within 60 days of the date of the Agreement, the Board must establish through a written credit policy, credit risk management practices to ensure effective credit administration, portfolio management and monitoring and risk mitigation; • within 60 days of the date of the Agreement, the Board must adopt, implement and thereafter ensure the Bank’s adherence to a written asset diversification program; • within 60 days of the date of the Agreement, the Board must adopt, implement and thereafter ensure the Bank’s adherence to a written program designed to eliminate the basis of criticism of certain assets equal to or exceeding $250,000 which will be reviewed on at least a quarterly basis by the Board or a committee of the Board; • within 60 days of the date of the Agreement, the Board must develop, implement and thereafter adhere to a written program to improve its internal controls over its commercial lending activities; • within 60 days of the date of the Agreement, the Board must review and revise the Bank’s written loan policy; • within 60 days of the date of the Agreement, the Board will establish an effective independent and on-going loan review system to review at least quarterly the Bank’s loan and lease portfolios; • within 60 days of the date of the Agreement, the Board must develop, implement and thereafter ensure the Bank’s adherence to a written program providing for independent review of problem loans and leases for the purpose of monitoring portfolio trends on at least a quarterly basis; • within 60 days of the date of the Agreement, the Board will review and revise its independent internal audit program; • the Board will review the adequacy of the Bank’s allowance for loan losses at least once each calendar quarter and its program for the maintenance of an adequate allowance; • within 60 days of the date of the Agreement, the Board will require the Bank to update and improve its information security risk assessment policy and written annual information security report to the Board to ensure adherence to a comprehensive, written, information security program in compliance with applicable regulations; • within 60 days of the date of the Agreement, the Board will review the responsibilities of the information security officer and ensure that his or her duties are consistent with standard industry practice and regulatory requirements; and • within 60 days of the date of the Agreement, the Board will ensure that an adequate number of independent and qualified staff is engaged to develop, implement, monitor and periodically adjust the information security program.

[ The ~~] Pre-commencement~~foregoing ~~communications~~description ~~pursuant~~of the Agreement is qualified in its entirety by reference to ~~Rule~~the ~~13e-4(c)~~Agreement ~~under~~by and between the ~~Exchange~~Bank ~~Act~~and ~~(17~~the ~~CFR~~OCC, ~~240~~dated July 12, 2012, which is attached hereto as Exhibit 10.~~13e-4(c))~~1 and is incorporated by reference into this Item 1.01.

Item 18.01~~. Entry~~ Other ~~into a Definitive Material Agreement.~~Events

OnThe ~~May~~OCC ~~31,~~imposed ~~2012,~~on ~~Beacon Federal Bancorp, Inc. (“Beacon Federal Bancorp”),~~ the ~~parent~~Bank ~~company~~an ofindividual ~~Beacon~~minimum ~~Federal,~~capital arequirement ~~federally~~effective ~~chartered~~June ~~savings association~~30, ~~and~~2012 ~~Berkshire~~whereby ~~Hills Bancorp Inc. (“Berkshire Hills Bancorp”),~~ the ~~parent company of Berkshire~~ Bank, ~~entered~~is ~~into~~required anto ~~Agreement~~maintain ~~and~~tier ~~Plan~~1 ofcapital ~~Merger~~at ~~(the~~least ~~“Merger~~equal ~~Agreement”) pursuant~~ to ~~which~~9% ~~Beacon~~of ~~Federal~~adjusted ~~Bancorp~~total ~~will~~assets ~~merge with~~ and ~~into~~total ~~Berkshire~~risk-based ~~Hills~~capital ~~Bancorp.~~at ~~Concurrent~~least ~~with~~equal ~~the~~to ~~merger,~~12.5% itof isrisk-weighted ~~expected that Beacon Federal will merge with and into Berkshire Bank~~assets.

Under the terms of the Merger Agreement, 50% of the outstanding shares of Beacon Federal Bancorp common stock will be converted into the right to receive 0.9200 shares of Berkshire Hills Bancorp common stock for each share of Beacon Federal Bancorp and the remaining 50% of outstanding shares of Beacon Federal Bancorp will be exchanged for $20.50 in cash. Beacon Federal Bancorp shareholders will have the right to elect to receive cash or Berkshire Hills Bancorp common stock as outlined above, subject to proration procedures contained in the Merger Agreement designed to result in 50% of the Beacon Federal shares being exchanged for stock and 50% being exchanged for cash. All Beacon Federal Bancorp stock options will be converted into options to purchase Berkshire Hills Bancorp common stock.

The senior management of Berkshire Hills Bancorp will remain the same following the merger. At the closing of the merger, Berkshire Hills Bancorp will expand the size of its board by one member and appoint one member of the Beacon Federal Bancorp board of directors to its board.

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Beacon Federal Bancorp. The merger is currently expected to be completed in the fourth quarter of 2012.

Each of the directors and executive officers of Beacon Federal Bancorp have agreed to vote their shares in favor of the approval of the Merger Agreement at the shareholders meeting to be held to vote on the proposed transaction. If the merger is not consummated under certain circumstances, Beacon Federal Bancorp has agreed to pay Berkshire Hills Bancorp a termination fee of $5.28 million.

The Merger Agreement also contains usual and customary representations and warranties that Berkshire Hills Bancorp and Beacon Federal Bancorp made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between Berkshire Hills Bancorp and Beacon Federal Bancorp, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between Berkshire Hills Bancorp and Beacon Federal Bancorp rather than establishing matters as facts.

The foregoing summary of the Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

Berkshire Hills Bancorp will be filing a registration statement containing a proxy statement/prospectus and other documents regarding the proposed transaction with the Securities and Exchange Commission (“SEC”). Beacon Federal Bancorp shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about Berkshire Hills Bancorp and Beacon Federal Bancorp and the proposed transaction. When available, copies of this proxy statement/prospectus will be mailed to Beacon Federal Bancorp shareholders. Copies of the proxy statement/prospectus may be obtained free of charge at the SEC’s web site at http://www.sec.gov, or by directing a request to Berkshire Hills Bancorp, Inc., Attention – Investor Relations Department, 24 North Street, Pittsfield, Massachusetts 01201, or to Beacon Federal Bancorp, Inc., 6611 Manlius Center Road, East Syracuse, New York 13057. Copies of other documents filed by Berkshire Hills Bancorp and Beacon Federal Bancorp with the SEC may also be obtained free of charge at the SEC’s website or by directing a request to Beacon Federal Bancorp at the address provided above.

Beacon Federal Bancorp and its directors, executive officers and certain other members of management and employees may be soliciting proxies from their shareholders in favor of the proposed transaction. Information regarding such persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Beacon Federal Bancorp’s shareholders in connection with the proposed transaction is set forth in Beacon Federal Bancorp’s proxy statement filed with the SEC in connection with Beacon Federal Bancorp’s annual meeting of shareholders held on May 17, 2012. Additional information will be set forth in the proxy statement/prospectus when it is filed with the SEC.

A copy of the press release announcing the execution of the Merger Agreement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d. ) Exhibits:

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated May 31, 2012, by and between Berkshire Hills Bancorp Inc., and Beacon Federal Bancorp, Inc. The exhibits and schedules have been omitted from the Agreement as filed with the SEC pursuant to Item 601(b)(2) of Regulation S-K. The omitted information is considered immaterial from an investor’s perspective. Beacon Federal Bancorp, Inc. will furnish to the SEC supplementally a copy of any omitted exhibit or schedule upon request from the SEC.
99.1	Joint press release dated May 31, 2012.

Exhibit 10.1: Agreement by and between Beacon Federal and the Office of the Comptroller of the Currency, dated July 12, 2012

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	BEACON FEDERAL BANCORP, INC.
Date: May 31, 2012	By:	/s/ Ross J. Prossner
Date: July 17, 2012	By:	/s/ Darren T. Crossett
		Ross J. Prossner
		Darren T. Crossett
		President and Chief Executive Officer
		Senior Vice President
		(Duly Authorized Representative)

Filing Compare · Beacon Federal Bancorp, Inc.