form8k-84613_ubnk.htm
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 17,
2007
United
Financial Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
United
States
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000-51369
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83-0395247
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(State
or other jurisdiction
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(Commission
File No.)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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95
Elm Street
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West
Springfield, Massachusetts
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01089
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(Address
of principal executive office)
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
May 17, 2007, the Board of Directors
of United Financial Bancorp, Inc. (the “Registrant”) and the Board of Directors
of United Mutual Holding Company (the “MHC”) adopted a Plan of Conversion and
Reorganization to convert the MHC to a capital stock corporation (the
"Conversion"). The MHC owns approximately 53.8% of the outstanding common stock
of the Registrant, which in turn owns 100% of the issued and outstanding shares
of capital stock of United Bank, a federal savings bank (the “Bank”). Upon
consummation of the Conversion, the MHC will cease to exist and its shares
of
the Registrant's stock will be cancelled. Existing shares of the Registrant's
common stock held by public stockholders will be exchanged for shares of a
new
successor holding company for the Bank, pursuant to an exchange ratio that
has
yet to be determined and will be based on an independent appraisal. In
connection with the Conversion, shares of common stock of the new successor
holding company, representing the ownership interest of the MHC in the
Registrant, will be offered for sale to depositors of the Bank and to the
public.
A
copy of
the press release, dated May 21, 2007, giving details associated with the
Conversion is attached as Exhibit 99.1 to this report.
Item
9.01. Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
release dated May 21, 2007
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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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UNITED
FINANCIAL BANCORP, INC.
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DATE:
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May
23, 2007
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By:
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/s/
Richard B. Collins
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Richard
B. Collins
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President
and Chief Executive Officer
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