Edgar Filing: United Financial Bancorp Inc

Registration No. 333-______

As filed with the Securities and Exchange Commission on October 25, 2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

United Financial Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

United States 83-0395247
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

95 Elm Street
West Springfield, Massachusetts 01089
(Address of Principal Executive Offices)

United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
(Full Title of the Plan)

Copies to:

Richard B. Collins Robert B. Pomerenk, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
United Financial Bancorp, Inc. 5335 Wisconsin Ave., N.W., Suite 400
95 Elm Street Washington, D.C. 20015
West Springfield, MA 01089 (202) 274-2000
(413) 787-1700
(Name, Address and Telephone
Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share 288,000 (2) $ 13.46(7) $3,876,480 $415
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share 49,237 (3) $ 13.46(7) $662,730 $71
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share 735,500 (4) $ 12.85(6) $9,451,175 $1,011
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share 107,593 (5) $ 13.46(7) $1,448,202 $155
--------------------------------------------------------------------------------------------------------------------

TOTALS 1,180,330 $15,438,587 $1,652
--------------------------------------------------------------------------------------------------------------------

_______________________

(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan (the
"Stock Benefit Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of United Financial
Bancorp, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock awarded as restricted stock
but not vested under the Stock Benefit Plan.
(3) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of restricted stock.
(4) Represents the number of shares of common stock currently reserved for
issuance for options granted pursuant to the Stock Benefit Plan.
(5) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of stock options.
(6) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7) Determined pursuant to 17 C.F.R. Section 230.457(c).

-------------------------

This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information

The documents containing the information specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").

Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:

a) The Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-51369), filed with the Commission on
March 30, 2006 pursuant to Section 13(a) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act");

b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 22, 2005
(Commission File No. 000-51369).

All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Article XII of the Company's bylaws provides for the indemnification of the
Company's directors, officers and employees, as follows:

Section 1. Definitions and Rules of Construction. (A) The following
definitions apply for purposes of this Article XII:

(1) Action. The term "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal or otherwise,
including any appeal or other proceeding for review.

(ii) Court. The term "court" includes, without limitation, any court
to which or in which any appeal or any proceeding for review is brought.

(iii) Final judgment. The term "final judgment" means a judgment, decree
or order that is not appealable or as to which the period for appeal has expired
with no appeal taken.

(iv) Settlement. The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.

(B) References in this Article XII to any individual or other person,
including any subsidiary holding company, shall include legal representatives,
successors and assigns thereof.

Section 2. Indemnification. Subject to Sections 3 and 7 of this
Article XII, the subsidiary holding company shall indemnify any person against
whom an action is brought or threatened because that person is or was a
director, officer or employee of the subsidiary holding company for:

(A) any amount for which that person becomes liable under a judgment
in such action; and

(B) reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by that person in defending or settling such
action, or in enforcing his or her rights under this Article XII if he or she
attains a favorable judgment in such enforcement action.

Section 3. Requirements for Indemnification. Indemnification shall
be made to such person under Section 2 of this Article XII only if:

(A) final judgment on the merits is in his or her favor; or

(B) in case of:

(i) settlement;

(ii) final judgment against him or her; or

(iii) final judgment in his or her favor, other than on the
merits, if a majority of the disinterested directors of the
subsidiary holding company determines that he or she was
acting in good faith within the scope of his or her
employment or authority as he or she could have reasonably
perceived it under the circumstances and for a purpose he or
she could reasonably have believed under the circumstances
was in the best interests of the subsidiary holding
company or its shareholders.

However, no indemnification shall be made unless the subsidiary holding company
gives the OTS at least sixty (60) days notice of its intention to make such
indemnification. Such notice shall state the facts on which the action arose,
the terms of any settlement and any disposition of the matter by a court. Such
notice, a copy thereof and a certified copy of the resolution containing the
required determination by the Board shall be sent to the Regional Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification shall be made if the
OTS advises the subsidiary holding company in writing, within such notice
period, of his or her objection thereto.

Section 4. Insurance. The subsidiary holding company may obtain
insurance to protect it and its directors, officers and employees from potential
losses arising from claims against any of them for alleged wrongful acts, or
wrongful acts committed in their capacity as directors, officers or employees.
However, the subsidiary holding company may not obtain insurance that provides
for payment of losses of any person incurred as a consequence of his or her
willful or criminal misconduct.

Section 5. Payment of expenses. If a majority of the directors of
the subsidiary holding company conclude that, in connection with an action, any
person ultimately may become entitled to indemnification under this Article XII,
the directors may authorize payment of reasonable costs and expenses, including
reasonable attorneys' fees, arising from the defense or settlement of such
action. Nothing in this Section 5 shall prevent the directors of the subsidiary
holding company from imposing such conditions on a payment of expenses as they
deem warranted and in the interests of the subsidiary holding company. Before
making advance payment of expenses under this Section 5, the subsidiary holding
company shall obtain an agreement that the subsidiary holding company will be
repaid if the person on whose behalf payment is made is later determined not to
be entitled to such indemnification.

Section 6. Exclusiveness of provisions. The subsidiary holding
company shall not indemnify any person referred to in Section 2 of this Article
XII or obtain insurance referred to in Section 4 of this Article XII other than
in accordance with this Article XII.

Section 7. Statutory Limitation. The indemnification provided
for in Section 2 of this Article XII is subject to and qualified by
12 U.S.C. ss.1821(k).

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. List of Exhibits.

Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
-------------- ------------------------------------- ----------------------------

4 Form of Common Stock Certificate *

5 Opinion of Luse Gorman Pomerenk & Schick, P.C Attached as Exhibit 5

10 United Financial Bancorp, Inc. 2006 Stock-Based
Incentive Plan **

23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5

23.2 Consent of Grant Thornton LLP Attached as Exhibit 23.2

24 Power of Attorney Contained on Signature Page

----------------------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 (Commission File No. 333-123371) originally filed by the Company
under the Securities Act of 1933, with the Commission on March 16, 2005,
and all amendments or reports filed for the purpose of updating such
description.
** Incorporated by reference to Appendix B to the proxy statement for the
Company's 2006 Annual Meeting of Stockholders (Commission File No.
000-51369), filed by the Company under the Securities and Exchange Act of
1934, on June 12, 2006.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;

4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Springfield,
Commonwealth of Massachusetts, on this 19th day of October, 2006.

UNITED FINANCIAL BANCORP, INC.

By: /s/ Richard B. Collins
---------------------------------
Richard B. Collins, President and
Chief Executive Officer
(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of United Financial Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard B. Collins,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Richard B. Collins may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the United Financial Bancorp, Inc. 2006
Stock-Based Incentive Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities indicated below the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said
Richard B. Collins shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

Signatures Title Date
---------- ----- ----

/s/ Richard B. Collins President and Chief Executive Officer October 19, 2006
---------------------- (Principal Executive and Financial Officer)
Richard B. Collins

/s/ Mark A. Roberts Executive Vice President October 19, 2006
------------------- and Chief Financial Officer,
Mark A. Roberts (Principal Accounting Officer)

/s/ Robert W. Bozenhard, Jr. Chairman of the Board October 19, 2006
----------------------------
Robert W. Bozenhard, Jr.

/s/ Michael F. Crowley Director October 19, 2006
----------------------
Michael F. Crowley

/s/ Carol Moore Cutting Director October 19, 2006
-----------------------
Carol Moore Cutting

/s/ Carol A. Leary Director October 19, 2006
------------------
Carol A. Leary

/s/ G. Todd Marchant Director October 19, 2006
--------------------
G. Todd Marchant

/s/ Kevin E. Ross Director October 19, 2006
-----------------
Kevin E. Ross

---------------------- Director October 19, 2006
Robert A. Stewart, Jr.

/s/ Thomas H. Themistos Director October 19, 2006
-----------------------
Thomas H. Themistos

/s/ Michael F. Werenski Director October 19, 2006
-----------------------
Michael F. Werenski

EXHIBIT INDEX

Exhibit Number Description
-------------- -----------

4 Form of Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Registration Statement
on Form S-1 (Commission File No. 333-123371),
originally filed by the Company under the Securities
Act of 1933 with the Commission on March 16, 2005,
and all amendments or reports filed for the purpose
of updating such description).

5 Opinion of Luse Gorman Pomerenk & Schick, P.C.

10 United Financial Bancorp, Inc. 2006 Stock-Based
Incentive Plan (incorporated by reference to Appendix
B to the proxy statement for the Company's 2006
Annual Meeting of Stockholders (Commission File
No. 000-51369), filed by the Company under the
Securities and Exchange Act of 1934, on
June 12, 2006).

23.1 Consent of Luse Gorman Pomerenk & Schick, P.C.
(contained in the opinion included as Exhibit 5).

23.2 Consent of Grant Thornton LLP

24 Power of Attorney (contained in the signature page to
this Registration Statement).