Form 8-K WESTFIELD FINANCIAL INC For: Sep 29

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 29, 2016

 

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WESTFIELD FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts (State or other jurisdiction of incorporation or organization)		001-16767 (Commission File Number)		73-1627673 (I.R.S. Employer Identification No.)

141 Elm Street

Westfield, Massachusetts 01085
(Address of principal executive offices, zip code)

 

Registrant's telephone number, including area code: (413) 568-1911

 

(Former name or former address, if changed since last report)

 

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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:

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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.

 

On September 29, 2016, Westfield Financial, Inc. (the “Company) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 18,330,487 shares of common stock eligible to be voted at the Annual Meeting and 17,115,615 shares of common stock were presented in person or represented by proxy at the Annual Meeting, which constituted a quorum to conduct business.

 

There were four proposals submitted to the Company’s shareholders at the Annual Meeting.  The shareholders approved Proposals 1, 3 and 4 and elected the nominees listed in Proposal 2. Proposals 1, 2, 3 and 4 are detailed in the Company’s Joint Proxy Statement/Prospectus contained in Amendment No. 2 to Form S-4 which was filed with the Securities and Exchange Commission on August 5, 2016. The adjournment proposal was withdrawn because the Company’s shareholders approved Proposal 1. The final results of voting on each of the proposals are as follows:

 

Proposal 1: Adopt and approve the Agreement and Plan of Merger by and between the Company and Chicopee Bancorp, Inc. (“Chicopee”), dated as of April 4, 2016, pursuant to which Chicopee will merge with and into the Company with the Company surviving (the “Merger”).

 

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
14,942,016		378,291		27,203		1,768,105

 

Proposal 2: Election of Directors.

 

Nominee		Votes For		Votes Against		Votes Abstain		Broker Non-Votes
Kevin M. Sweeney		14,751,805		496,620		99,083		1,768,107
Christos A. Tapases		14,733,849		535,942		77,718		1,768,106

 

Proposal 3: Approval of a non-binding advisory resolution on the compensation of the Company’s named executive officers.

 

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
14,430,823		606,256		310,430		1,768,106

 

Proposal 4: Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

Votes For		Votes Against		Votes Abstain		Broker Non-Votes
16,840,911		189,090		85,614		—

 

 

Item 7.01.

Regulation FD Disclosure.

 

On September 29, 2016, the Company and Chicopee issued a joint press release announcing that the shareholders of Chicopee, at its special meeting held on September 28, 2016, and the shareholders of Westfield, at the Annual Meeting described above, approved the Merger. A copy of the joint press release is attached to this report as Exhibit 99.1.

 

The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)  Not applicable.

 

(b)  Not applicable.

 

(c)  Not applicable.

 

(d)  Exhibits.

 

 

Exhibit Number		Description
99.1		Joint Press Release, dated September 29, 2016

 

 

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.

 

	WESTFIELD FINANCIAL, INC.
	By:	/s/ Leo R. Sagan, Jr.
		Leo R. Sagan, Jr. Chief Financial Officer

 

Date:  September 30, 2016

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Joint Press Release, dated September 29, 2016

 

 

 

 

Westfield Financial Inc. - 8-K

Exhibit 99.1

	For further information contact:
	Westfield Financial, Inc.
	James C. Hagan, President & CEO
	Leo R. Sagan, Jr., CFO
	Meghan Hibner, VP Investor Relations Officer
	413-568-1911
	Chicopee Bancorp, Inc.
	William J. Wagner, President & CEO
	Guida R. Sajdak, CFO
	413-594-6692

 

WESTFIELD FINANCIAL, INC. AND CHICOPEE BANCORP, INC. SHAREHOLDERS APPROVE MERGER TRANSACTION

 

Westfield, Massachusetts, and Chicopee, Massachusetts, September 29, 2016: Westfield Financial, Inc. (“Westfield”) (NasdaqGS: WFD), the holding company for Westfield Bank, and Chicopee Bancorp, Inc. (“Chicopee”) (NASDAQ: CBNK), the holding company for Chicopee Savings Bank, today jointly announced that the shareholders of Chicopee, at its special meeting held on September 28, 2016, and the shareholders of Westfield, at its annual meeting held on September 29, 2016, approved the previously announced merger transaction whereby Chicopee will merge with and into Westfield. Closing of the transaction remains subject to receipt of approval from the Massachusetts Board of Bank Incorporation.

 

About Westfield Financial, Inc.

 

Westfield Financial, Inc. is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank, Elm Street Securities Corporation, WFD Securities, Inc. and WB Real Estate Holdings, LLC. Westfield Financial and its subsidiaries are headquartered in Westfield, Massachusetts and operate through 13 banking offices located in Agawam, East Longmeadow, Feeding Hills, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts, and Granby and Enfield, Connecticut.  To learn more, visit our website at www.westfieldbank.com.

 

About Chicopee Bancorp, Inc.

 

Chicopee Bancorp, Inc. is a publicly owned bank holding company and the parent corporation of Chicopee Savings Bank, a Massachusetts stock savings bank headquartered at 70 Center Street, Chicopee, MA 01013. Chicopee Savings Bank provides a wide variety of financial products and services through its main office, seven branch offices located in Chicopee, Ludlow, West Springfield, South Hadley, and Ware in Western Massachusetts, and lending and operations center. Chicopee Savings Bank offers customers the latest technically advanced internet banking, including on-line banking and bill payment services. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Depositors Insurance Fund of Massachusetts. For more information regarding the Bank’s products and services, please visit our web site at www.chicopeesavings.com.

 

 

Caution About Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance, conditions relating to Westfield and Chicopee, or other effects of the proposed merger on Westfield and Chicopee. Forward- looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements are made only as of the date of this press release, and neither Westfield nor Chicopee undertakes any obligation to update any forward-looking statements contained in this press release to reflect events or conditions after the date hereof. Actual results may differ materially from those described in any such forward-looking statements.

 

In addition to factors previously disclosed in the reports filed by Westfield and Chicopee with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by shareholders of Westfield and Chicopee; the timing of closing the merger; difficulties and delays in integrating the business or fully realizing cost savings and other benefits; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of products and services; customer borrowing, repayment, investment and deposit practices; competitive conditions; economic conditions, including downturns in the local, regional or national economies; the impact, extent and timing of technological changes; changes in accounting policies or practices; changes in laws and regulations; and other actions of the Federal Reserve Board and other legislative and regulatory actions and reforms.

 

 

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