United Financial Bancorp, Inc. - Registration of Securities of Successor Issuers (8-K12G3)
December 03 2007 - 4:51PM
Edgar (US Regulatory)
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)
Maryland 333-144245 74-3242562
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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)
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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." The description of the
United Financial-Maryland Common Stock set forth under the heading "Description
of Capital Stock of United Financial-Maryland Following the Conversion" in the
Prospectus included in the Registration Statement is incorporated herein by
reference.
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
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2.1 Plan of Conversion and Reorganization, as amended*
99.1 Press Release, dated December 3, 2007
99.2 Prospectus of United Financial Bancorp, Inc.*
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* Incorporated by reference from the Registration Statement on Form S-1
(File No. 333-144245) filed with the Securities and Exchange Commission
on June 29, 2007, as amended.
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
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Richard B. Collins
President and Chief Executive Officer
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