Registration No. 333-144245
As filed with the Securities and Exchange Commission on March 18, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Financial Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland 74-3242562
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
95 Elm Street
West Springfield, Massachusetts 01089
(Address of Principal Executive Offices)
United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
(Full Title of the Plan)
Copies to:
Mr. Richard B. Collins Robert B. Pomerenk, Esquire
President and Chief Luse Gorman Pomerenk & Schick, P.C.
Executive Officer 5335 Wisconsin Ave., N.W.,
United Financial Bancorp, Inc. Suite 400
95 Elm Street Washington, D.C. 20015
West Springfield, MA 01089 (202) 274-2000
(413) 787-1700
(Name, Address and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE*
================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 302,349 (2) $ 11.08((7)) $3,350,027 $132
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 48,644(3) $ 11.08(7) $538,976 $21
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 785,275(4) $ 12.36(6) $9,705,999 $381
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 92,208 (5) $ 11.08(7) $1,021,665 $40
--------------------------------------------------------------------------------------------------------------------
TOTALS 1,228,476 $14,616,667 $574
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-----------------------
* In conjunction with the Company's second-step conversion, the share amounts
and the weighted average strike prices in the above table have been
adjusted by the conversion ratio of 1.04079.
(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan (the
"Stock Benefit Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of United Financial
Bancorp, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a). The
Company, a Maryland corporation, is offering shares of common stock
pursuant to the Stock Benefit Plan, which became a plan of the Company upon
the completion of the second-step conversion of United Financial Bancorp,
Inc., a Federal corporation.
(2) Represents the number of shares of common stock awarded as restricted stock
under the Stock Benefit Plan.
(3) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of restricted stock.
(4) Represents the number of shares of common stock currently reserved for
issuance for options granted pursuant to the Stock Benefit Plan.
(5) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of stock options.
(6) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7) Determined pursuant to 17 C.F.R. Section 230.457(c).
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The Company has assumed the United Financial Bancorp, Inc. 2006 Stock-Based
Incentive Plan and in connection therewith is offering shares of its common
stock pursuant to the Stock Benefit Plan.
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Stock Benefit Plan as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:
a) The Company's prospectus (the "Prospectus") dated October 12, 2007,
filed with the Commission on October 24, 2007 pursuant to Rule 424(b)(3) under
the Securities Exchange Act of 1933 (File No. 333-144245);
b) The Company's Annual Report on Form 10-K for the year ended December 31,
2007 (File No. 000-52947), filed with the Commission on March 17, 2008;
c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the financial statements included in the Annual Report on Form 10-K
referred to in (b) above; and
d) The description of the Company's common stock contained in the
Prospectus dated October 12, 2007, under the heading "Description of Capital
Stock of United Financial-Maryland Following the Conversion," filed with the
Commission on October 24, 2007 (File No. 333-144245).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities
Not applicable.
3
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Articles 10 and 11 of the Articles of Incorporation of United Financial
Bancorp, Inc. (the "Corporation") sets forth circumstances under which
directors, officers, employees and agents of the Corporation may be insured or
indemnified against liability that they incur in their capacities as such:
ARTICLE 10. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (1) its current and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the MGCL now or
hereafter in force, including the advancement of expenses under the procedures
and to the fullest extent permitted by law, and (2) other employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by
law; provided, however, that, except as provided in Section B of this Article 10
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. Procedure. If a claim under Section A of this Article 10 is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall also be
entitled to be reimbursed the expense of prosecuting or defending such suit. It
shall be a defense to any action for advancement of expenses that the
Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall ultimately be determined that the standard
of conduct has not been met and (ii) a written affirmation by the indemnitee of
his good faith belief that the standard of conduct necessary for indemnification
by the Corporation has been met. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard for indemnification set forth in the MGCL.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the MGCL, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article 10 or otherwise shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of
expenses conferred in this Article 10 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, these Articles,
the Corporation's Bylaws, any agreement, any vote of stockholders or the Board
of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to
insure itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
4
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such Person against such expense, liability or loss
under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under
this Article 10 in connection with a claim made by any indemnitee to the extent
such indemnitee has otherwise actually received payment under any insurance
policy, agreement, or otherwise, of the amounts otherwise indemnifiable
hereunder. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article 10 shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a director
or officer and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.
Any repeal or modification of this Article 10 shall not in any way diminish
any rights to indemnification or advancement of expenses of such director or
officer or the obligations of the Corporation arising hereunder with respect to
events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the
Corporation, as such, shall not be liable to the Corporation or its stockholders
for money damages, except (A) to the extent that it is proved that the Person
actually received an improper benefit or profit in money, property or services
for the amount of the benefit or profit in money, property or services actually
received; or (B) to the extent that a judgment or other final adjudication
adverse to the Person is entered in a proceeding based on a finding in the
proceeding that the Person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL
is amended to further eliminate or limit the personal liability of officers and
directors, then the liability of officers and directors of the Corporation shall
be eliminated or limited to the fullest extent permitted by the MGCL, as so
amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C . Attached as Exhibit 5
10 United Financial Bancorp, Inc. 2006 Stock-Based
Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Grant Thornton LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
---------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 (File No. 333-144245) filed by the Company under the Securities
Act of 1933, with the Commission on June 29, 2007, and all amendments or
reports filed for the purpose of updating such description.
5
** Incorporated by reference to Appendix B to the proxy statement for the 2006
Annual Meeting of Stockholders of United Financial Bancorp, Inc. (File No.
000-51369), filed by United Financial Bancorp, Inc. under the Exchange Act,
on June 12, 2006.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
Plan;
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Springfield,
Commonwealth of Massachusetts, on this 14th day of March, 2008.
UNITED FINANCIAL BANCORP, INC.
By: /s/ Richard B. Collins
------------------------------------------
Richard B. Collins
Chairman, President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of United Financial Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Richard B. Collins,
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Richard B. Collins may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the United Financial Bancorp, Inc. 2006
Stock-Based Incentive Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities indicated below the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said
Richard B. Collins shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
---------- ------ ----
/s/ Richard B. Collins Chairman, President and March 14, 2008
------------------------------------ Chief Executive Officer
Richard B. Collins (Principal Executive Officer)
/s/ Mark A. Roberts Executive Vice President March 14, 2008
------------------------------------ and Chief Financial Officer,
Mark A. Roberts (Principal Financial and Accounting Officer)
/s/ Michael F. Crowley Director March 14, 2008
------------------------------------
Michael F. Crowley
/s/ Carol Moore Cutting Director March 14, 2008
------------------------------------
Carol Moore Cutting
/s/ Carol A. Leary Director March 14, 2008
------------------------------------
Carol A. Leary
/s/ G. Todd Marchant Director March 14, 2008
------------------------------------
G. Todd Marchant
/s/ Kevin E. Ross Director March 14, 2008
---------------------------
Kevin E. Ross
/s/ Robert A. Stewart, Jr. Director March 14, 2008
---------------------------
Robert A. Stewart, Jr.
/s/ Thomas H. Themistos Director March 14, 2008
------------------------------------
Thomas H. Themistos
/s/ Michael F. Werenski Director March 14, 2008
------------------------------------
Michael F. Werenski
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4 to the Registration Statement on Form S-1 (File No.
333-144245), filed by the Company under the Securities Act of
1933 with the Commission on June 29, 2007, and all amendments or
reports filed for the purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
10 United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
(incorporated by reference to Appendix B to the proxy statement
for the 2006 Annual Meeting of Stockholders of United Financial
Bancorp, Inc. (File No. 000-51369), filed by United Financial
Bancorp, Inc. under the Securities Exchange Act of 1934, on June
12, 2006).
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in the
opinion included as Exhibit 5).
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (contained in the signature page to this
Registration Statement).
Exhibit 5
OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER'S DIRECT DIAL NUMBER WRITER'S EMAIL
(202) 274-2000
March 14, 2008
Board of Directors
United Financial Bancorp, Inc.
95 Elm Street
West Springfield, MA 01089
Re: United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan
Registration Statement on Form S-8
---------------------------------------------------------------
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the issuance of United Financial Bancorp, Inc. (the "Company")
common stock, par value $.01 per share (the "Common Stock"), pursuant to the
United Financial Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Stock
Benefit Plan"). We have reviewed the Company's Articles of Incorporation,
Registration Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and sale of the
Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when issued in
connection with the exercise of options granted pursuant to the Stock Benefit
Plan and shares of Common Stock granted under the Stock Benefit Plan, will be
legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ LUSE GORMAN POMERENK & SCHICK
LUSE GORMAN POMERENK & SCHICK
A Professional Corporation
Exhibit 23.2
CONSENT OF GRANT THORNTON LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 12, 2008 accompanying the consolidated
financial statements and management's assessment of the effectiveness of
internal control over financial reporting appearing in the Annual Report of
United Financial Bancorp, Inc. and subsidiary on Form 10-K for the year ended
December 31, 2007 which are incorporated by reference in this Registration
Statement. We hereby consent to the incorporation by reference of said reports
in this Registration Statement on Form S-8.
/s/ Grant Thornton LLP
Boston, Massachusetts
March 12, 2008