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): March 12, 2015
HAMPDEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| | |
Delaware | 001-33144 | 20-571454 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
19 Harrison Avenue, Springfield, Massachusetts 01102
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (413) 736-1812
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):
þ 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 5.07. Submission of Matters to a Vote of Security Holders.
The Special Meeting of Stockholders of Hampden Bancorp, Inc. (the "Company") was held on March 12, 2015 (the “Special Meeting”). Computershare Inc., the independent Inspector of Election for the Special Meeting, provided a final, certified voting report of the results on March 12, 2015.
The stockholders took following actions at the Special Meeting:
(1) To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of November 3, 2014, by and between Berkshire Hills Bancorp, Inc. and the Company (the “Merger Agreement”).
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For | Against | Abstentions | Broker Non-Votes |
3,783,029 | 204,689 | 15,183 | 0 |
(2) To consider and vote upon an advisory, non-binding proposal to approve the compensation payable to the named executive officers of the Company in connection with the transactions contemplated by the Merger Agreement.
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For | Against | Abstentions | Broker Non-Votes |
3,272,805 | 696,477 | 33,619 | 0 |
Each of the Proposals 1 and 2 was approved by the requisite vote of the Company's stockholders.
Because the Merger Agreement was approved, it was not necessary to consider the third proposal to adjourn the Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement.
Item 8.01. Other Events.
On March 12, 2015, the Company issued a press release regarding stockholder approval of the Merger Agreement. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) The following exhibit is furnished with this report:
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Exhibit Number | | Description |
99.1 | | Press release dated March 12, 2015. |
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.
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| | Hampden Bancorp, Inc. |
| | (Registrant) |
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Date: | March 12, 2015 | By: | /s/ Tara G. Corthell | |
| | | Tara G. Corthell | |
| | | Chief Financial Officer and Treasurer | |
EXHIBIT INDEX
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Exhibit Number | | Description |
99.1 | | Press release dated March 12, 2015. |
Exhibit 99.1
HAMPDEN BANCORP, INC. STOCKHOLDERS APPROVE MERGER
SPRINGFIELD, MA - March 12, 2015 - Hampden Bancorp, Inc. (NASDAQ: HBNK) today announced that its stockholders have voted to approve the previously announced merger of Hampden with Berkshire Hills Bancorp, Inc. The companies expect to complete the merger in April 2015, although there can be no assurance that the closing will occur then. Consummation of the merger is subject to approval by state and federal regulatory agencies.
On November 4, 2014, Hampden and Berkshire announced that they had entered into a definitive merger agreement under which Berkshire will acquire Hampden and its subsidiary, Hampden Bank, in an all-stock transaction. Under the terms of the merger agreement, each outstanding share of Hampden common stock will be exchanged for 0.81 shares of Berkshire Hills common stock.
Berkshire will have a pro forma market cap of approximately $740 million and 100 branches serving customers and communities across New England and New York.
ABOUT HAMPDEN BANCORP, INC.
Hampden Bancorp, Inc. (NASDAQ: HBNK) is the holding company of Hampden Bank. Established in 1852, Hampden Bank is a full service community bank serving the families and businesses in and around Hampden County. The Bank has ten office locations in Springfield, Agawam, Longmeadow, West Springfield, Wilbraham, and Indian Orchard. Hampden Bank offers customers the latest in internet banking, including on-line banking and bill payment services.
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the proposed merger of Berkshire and Hampden. These statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in integrating Berkshire and Hampden, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Berkshire and Hampden are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that Berkshire and Hampden, respectively, file with the Securities and Exchange Commission.
Contact
Glenn S. Welch,
413-452-5144,
gwelch@hampdenbank.com
President and Chief Executive Officer
Hampden Bancorp, Inc. (NASDAQ:HBNK)
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