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): November 27, 2007
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United Financial Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 333-144245 Being Applied For
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
95 Elm Street
West Springfield, Massachusetts 01089
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (413) 787-1700
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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 is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
X Written communications pursuant to Rule 425 under the Securities Act (17 CFR
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230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
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Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
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Act (17 CFR 240.13e-4 (c))
Item 8.01 Other Events.
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On November 27, 2007, United Financial Bancorp, Inc., a recently formed
Maryland corporation (the "Company"), the proposed holding company for United
Bank and successor company for United Financial Bancorp, Inc., a Federal
corporation ("United Financial-Federal"), issued a press release announcing that
it has completed the syndicated offering portion of its second step conversion.
The Company also announced today that it anticipates that a total of
9,562,500 shares will be sold in the subscription offering, community offering
and syndicated offering combined. In addition, upon the completion of the
conversion and stock offering, each public stockholder of United
Financial-Federal will receive 1.04056 shares of the Company's common stock in
exchange for each of his or her shares of United Financial-Federal common stock.
The Company also announced that it has received the regulatory, stockholder and
depositor approvals necessary to complete the second-step conversion. The
transaction is scheduled to close on December 3, 2007, at which time United
Mutual Holding Company will cease to exist.
A copy of the press release dated November 27, 2007, which provides
additional information, is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated November 27, 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: November 27, 2007 By: /s/ Richard B. Collins
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Richard B. Collins
President and Chief Executive Officer
Exhibit 99.1
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