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):
February 28, 2019
SI
FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
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0-54241
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80-0643149
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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803 Main Street, Willimantic, Connecticut
06226
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(860) 423-4581
Not Applicable
(Former name or former address, if changed
since last report)
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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x
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
As previously announced,
SI Financial Group, Inc. (“SI Financial”) and Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which SI Financial will merge with
and into Berkshire Hills Bancorp (the “Merger”). Immediately following the Merger, Savings Institute Bank and Trust
Company will merge with and into Berkshire Bank (the “Bank Merger”). SI Financial (SEC File No. 000-54241) filed a
definitive proxy statement/prospectus, dated as of February 25, 2019 (the “Proxy Statement/Prospectus”), with the Securities
and Exchange Commission in connection with the Merger, which was first mailed to SI Financial stockholders on February 26, 2019.
On
February 20, 2019, one purported SI Financial stockholder filed a putative class action lawsuit against SI Financial,
Berkshire Hills Bancorp and the members of the SI Financial board of directors in the Circuit Court for Baltimore County,
captioned Parshall v. Mark Alliod, et al., Docket No. C-03-CV-19-000124 (the “Complaint”). The plaintiff, on
behalf of himself and similarly-situated SI Financial stockholders, generally alleges that the defendants breached their
fiduciary duties to SI Financial and its stockholders in connection with the Merger Agreement. The Complaint alleges that the
defendants failed to secure adequate value for SI Financial stockholders in connection with the Merger and that the
registration statement filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2019 contains
materially incomplete information regarding the Merger. The plaintiff seeks injunctive relief, rescission of the Merger or
rescissory damages (if the Merger is consummated), other unspecified damages, and an award of attorneys’ fees and
expenses.
Additional Information and Where to Find It
In connection with
the proposed merger, Berkshire Hills Bancorp has filed with the SEC a Registration
Statement on Form S-4 (File No. 333-229506) (the “Registration Statement”) that includes a Proxy Statement of SI Financial
and a Prospectus of Berkshire Hills Bancorp, and each of SI Financial and Berkshire Hills Bancorp may file with the SEC other relevant
documents concerning the proposed merger. The definitive proxy statement/prospectus was first mailed to stockholders of SI Financial
on or about February 26, 2019.
Investors and stockholders are urged to read the Registration Statement and the Proxy Statement/Prospectus
regarding the proposed merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information.
Copies of the Registration
Statement and Proxy Statement/Prospectus and the filings that will be incorporated by reference therein, as well as other filings
containing information about SI Financial and Berkshire Hills Bancorp, when they become available, may be obtained at the SEC’s
Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Berkshire Hills Bancorp
at www.berkshirebank.com under the tab “Investor Relations” or from SI Financial at www.mysifi.com.
SI Financial and Berkshire
Hills Bancorp and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of SI Financial in connection with the proposed merger. Information about the directors and executive
officers of SI Financial is set forth in the proxy statement for the SI Financial 2018 annual meeting of stockholders, as filed
with the SEC on Schedule 14A on March 29, 2018. Information about the directors and executive officers of Berkshire Hills Bancorp
is set forth in the proxy statement for the Berkshire Hills Bancorp 2018 annual meeting of stockholders, as filed with the SEC
on Schedule 14A on April 6, 2018. Additional information regarding the interests of those participants and other persons who may
be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise,
may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed merger to be filed
with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
Forward-Looking Statements
Certain statements
contained in this Current Report on Form 8-K that are not statements of historical fact constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements
are not specifically identified as such. In addition, certain statements may be contained in our future filings with the SEC, in
press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact and
constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not
limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of
dividends, capital structure and other financial items; (ii) statements of our plans, objectives and expectations or those
of our management or Board of Directors, including those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,”
“expects,” “intends,” “targeted,” “continue,” “remain,” “will,”
“should,” “may” and other similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Forward-looking statements involve risks
and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual
results to differ from those discussed in the forward-looking statements include, but are not limited to: the businesses of SI
Financial and Berkshire Hills Bancorp may not be combined successfully, or such combination may take longer to accomplish than
expected; the cost savings from the Merger may not be fully realized or may take longer to realize than expected; operating costs,
customer loss and business disruption following the Merger, including adverse effects on relationships with employees, may be
greater than expected; governmental approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed
in connection with governmental approvals of the Merger; the stockholders of SI Financial may fail to approve the merger; adverse
local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment
of that impact; changes in the level of non-performing assets and charge-offs; changes in estimates of future reserve requirements
based upon the periodic review thereof under relevant regulatory and accounting requirements; the effects of and changes in trade
and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; inflation, interest
rate, securities market and monetary fluctuations; political instability; acts of war or terrorism; the timely development and
acceptance of new products and services and perceived overall value of these products and services by users; changes in consumer
spending, borrowings and savings habits; changes in the financial performance and/or condition of our borrowers; technological
changes; acquisitions and integration of acquired businesses; the ability to increase market share and control expenses; changes
in the competitive environment among financial holding companies and other financial service providers; the quality and composition
of our loan or investment portfolio; the effect of changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) with which we and our subsidiaries must comply; the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board,
the Financial Accounting Standards Board and other accounting standard setters; changes in our organization, compensation and
benefit plans; the costs and effects of legal and regulatory developments, including the resolution of legal proceedings or regulatory
or other governmental inquiries and the results of regulatory examinations or reviews; greater than expected costs or difficulties
related to the opening of new branch offices or the integration of new products and lines of business, or both; and/or our success
at managing the risk involved in the foregoing items.
SIGNATURE
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 thereunto duly authorized.
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SI FINANCIAL GROUP, INC.
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Date: February 28, 2019
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By:
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/s/ Rheo A. Brouillard
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Rheo A. Brouillard
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President and Chief Executive Officer
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