-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXOPR2DchqAwOZ3rl7rKwBVa0Ee0qulKWsf4T87bKAgvSt+yZJd+ur96Iq6dDKNt +WYRdtWdN4IXv4wtiAnECw== 0000908737-96-000143.txt : 19960702 0000908737-96-000143.hdr.sgml : 19960702 ACCESSION NUMBER: 0000908737-96-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960621 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIS BANCORP INC CENTRAL INDEX KEY: 0001013049 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20809 FILM NUMBER: 96589549 BUSINESS ADDRESS: STREET 1: P O BOX 3034 STREET 2: 1441 MAIN STREET CITY: SPRINGFIELD STATE: MA ZIP: 01102-3034 BUSINESS PHONE: 4137488000 8-K 1 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: June 21, 1996 -------------------- SIS BANCORP, INC. (exact name of registrant as specified in charter) Massachusetts 000-20809 04-3303264 State or Other Jurisdiction Commission (IRS Employer of Incorporation) File Number) Identification No.) 1441 Main Street 01102 Springfield, Massachusetts (Zip Code) (address of principal office) (413) 748-8000 (Registrant's telephone number, including area code) -2- Item 2. Acquisition or Disposition of Assets. On June 21, 1996, SIS Bancorp, Inc., a Massachusetts corporation (the "Company"), which was organized by Springfield Institution for Savings, a Massachusetts stock savings bank (the "Bank"), for the purpose of reorganizing the Bank into a holding company structure, acquired 100% of the outstanding shares of the Bank's common stock, par value $1.00 per share, in a 1:1 exchange for shares of the Company's common stock, par value $.01 per share (the "Company Common Stock"). Upon the effectiveness of such share-for-share exchange (the "Reorganization"), the Bank became the wholly-owned subsidiary of the Company and the Bank's former stockholders became the stockholders of the Company. The Reorganization was consummated in accordance with the terms of a certain Agreement and Plan of Reorganization dated as of January 31, 1996 between the Bank and the Company. The Company Common Stock is included in the NASDAQ Stock Exchange under the symbol "SISB". Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits. (a) Financial Statements The financial statements contained in the Bank's Annual Report on Form F-2 for the year ended December 31, 1995 and Quarterly Report on Form F-4 for the three months ended March 31, 1996, as previously filed by the Bank with the Federal Deposit Insurance Corporation under Section 13 of the Exchange Act and included as Exhibits 99.3 and 99.6, respectively, to the Company's Registration Statement on Form 8-A, are incorporated herein and made a part hereof by this reference. (b) Pro Forma Financial Information The following unaudited pro forma financial information has been prepared to reflect the June 21, 1996 acquisition of the Bank by the Company using pooling of interests accounting and as if it had been consummated as of March 31, 1996. As the Company had no material assets or operations prior to consummation of the Reorganization described in Item 2, the pro forma information demonstrating the balance sheet as of March 31, 1996 and income statements as of December 31, 1995 and March 31, 1996 of the Company as if the Reorganization had occurred as of January 1, 1996 are substantially the same as those of the Bank described in Item 7(a) above with the exception of the following pro forma adjustments. The pro forma adjustments result from (i) the one for one exchange of shares of the Company Common Stock, $0.01 par value per share, for shares of the common stock of the Bank, $1.00 par value per share, and (ii) the repurchase of 100 shares of the Company Common Stock from the Bank at par value. As of March 31, 1996, there were 5,718,200 shares of common stock of the Bank outstanding; and as of June 21, 1996, there were 5,722,600 shares of common stock of the Bank outstanding. The following shows the impact of these pro forma adjustments to the stockholders' equity of the Company at March 31, 1996: -3-
Bank Historical Company Financial Historical Pro Forma Pro Forma Information Financial Information Adjustments Consolidated - ----------------------------- ---------------------- ------------------------- ----------------- ----------------------- Stockholders' Equity Common Stock $ 5,718 $ -- ($5,661) $ 57 Unearned Compensation $(4,649) -- -- (4,649) Additional Paid-In Capital $36,197 250 5,661 42,108 Retained Earnings $45,586 -- (250) 45,236 Unrealized Gain/Loss on Investment Securities Available for Sale $1,485 -- -- 1,485 ___________________________________________________________________________________________________________________________ Total: $84,237 $ 250 $(250) $84,237
There are no other pro forma adjustments as a result of the Reorganization that would result in differences between the pro forma financial statements of the Company and the consolidated financial statements of the Bank described in Item 7(a) above. (c) Exhibits (2) Agreement and Plan of Reorganization dated as of January 31, 1996 between the Company and the Bank, incorporated herein by reference from Appendix A to the Proxy Statement-Prospectus included as Exhibit 99.5 to the Company's Registration Statement on Form 8-A. -4- Signatures Under 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. SIS BANCORP, INC. Date: June 21, 1996 By: /s/ F. William Marshall, Jr. F. William Marshall, Jr. President and Chief Executive Officer
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