-----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, FYClVoDJNTfAQ6KBK664BDrmj9QEGJlQ5d+mMzdeqJgtQS+1Ly7UeyrT4uurCJhQ KldygFzs9HiYYLg+yjt+nA== 0000950156-07-000479.txt : 20070726 0000950156-07-000479.hdr.sgml : 20070726 20070726123649 ACCESSION NUMBER: 0000950156-07-000479 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070724 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTBOROUGH FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001087843 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043504121 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27997 FILM NUMBER: 071001659 BUSINESS ADDRESS: STREET 1: 100 E MAIN ST CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083664111 MAIL ADDRESS: STREET 1: 100 E MAIN ST CITY: WAWESTBOROUGH STATE: MA ZIP: 01581 8-K 1 d67810.txt BODY OF FORM 8-K =============================================================================== 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): July 24, 2007 WESTBOROUGH FINANCIAL SERVICES, INC. (Exact name of registrant as specified in its charter) Massachusetts 000-27997 04-3504121 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 E. Main Street, Westborough, MA 01581 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 366-4111 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 July 24, 2007, the shareholders of Westborough Financial Services, Inc. (the "Company") approved the Agreement and Plan of Merger, dated as of November 13, 2006, among Assabet Valley Bancorp, HudWest Financial Services, Inc., Hudson Savings Bank and Westborough Bancorp, MHC, the Company and The Westborough Bank (the "Merger Agreement") at the annual meeting of shareholders. A copy of the press release dated July 24, 2007 announcing shareholder approval of the Merger Agreement is attached as Exhibit 99.1 hereto. On July 24, 2007, the corporators of Westborough Bancorp, MHC approved the Merger Agreement at the annual meeting of corporators. A copy of the press release dated July 25, 2007 announcing corporator approval of the Merger Agreement is attached as exhibit 99.2 hereto. Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are furnished with this report: Exhibit No. Description ----------- ----------- 99.1 Press release of Westborough Financial Services, Inc. dated July 24, 2007. 99.2 Press release of Westborough Bancorp, MHC dated July 25, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTBOROUGH FINANCIAL SERVICES, INC. By: /s/ John L. Casagrande ----------------------------------- Name: John L. Casagrande Title: Senior Vice President and Treasurer Date: July 25, 2007 EX-99 2 ex99_1-67810.txt EXHIBIT 99.1 Exhibit 99.1 News Release Contact: Joseph F. MacDonough President and Chief Executive Officer Westborough Financial Services, Inc. (774) 760-1201 jmacdonough@westboroughbank.com FOR IMMEDIATE RELEASE July 24, 2007 WESTBOROUGH FINANCIAL SERVICES, INC. SHAREHOLDERS APPROVE MERGER WITH ASSABET VALLEY BANCORP Majority of Public Shares Voting Are In Favor Westborough, Massachusetts July 24, 2007 -- Westborough Financial Services, Inc. (OTC Bulletin Board: WFSM.OB) ("Westborough Financial") announced today that its shareholders have voted to approve the previously announced agreement and plan of merger with Assabet Valley Bancorp at Westborough Financial's annual meeting of shareholders. 1,263,572 shares, or 78.5% of the outstanding shares, voted in favor of the merger agreement, while 181,171 shares, or 11.3% of the outstanding shares, voted against the merger agreement. There were also 1,275 abstentions. 162,956 shares, or 10.1% of the outstanding shares, did not vote on the proposal. Westborough Bancorp, MHC, the mutual holding company parent of Westborough Financial, owns 1,027,893 shares, or 63.9% of Westborough Financial's outstanding common stock. These results also reflect that a majority of the shares voting that are not owned by Westborough Bancorp, MHC approved the merger agreement. Of those shares, 235,679 voted in favor, 181,171 voted against and 1,275 abstained. Accordingly, approximately 56.4% of minority shares voting were cast in favor. "We are extremely pleased with the results of the shareholders meeting," stated Joseph F. MacDonough, President and Chief Executive Officer of Westborough Financial. "The fact that over fifty six percent of the public shares present at the meeting voted in favor of the merger indicates that a majority our minority shareholders are pleased with the transaction and support the Board of Directors' efforts to position Westborough Bank for future growth through this merger. Of the shares that voted against the merger, we believe that a substantial portion are owned or controlled by a small number of previously identified shareholders who had expressed opposition to the transaction." As of this date, both the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System have approved the transactions contemplated by the merger agreement. The Massachusetts Board of Bank Incorporation hearing regarding the transaction is scheduled for later this week. About Westborough Financial Services, Inc. Westborough Financial Services, Inc. is the stock holding company parent of The Westborough Bank. Westborough Bank has offices in Westborough, Northborough and Shrewsbury, Massachusetts. It employs 75 people and has assets of approximately $296 million. Westborough Financial's common stock is traded on the OTC Bulletin Board under the symbol "WFSM.OB." Additional information about Westborough Financial and Westborough Bank can be found at www.westboroughbank.com. Forward-looking Information THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS THAT ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH ARE, IN SOME CASES, BEYOND THE CONTROL OF WESTBOROUGH FINANCIAL SERVICES, INC. ACTUAL EVENTS, PERFORMANCE AND RESULTS COULD DIFFER MATERIALLY FROM THE ANTICIPATED EVENT, PERFORMANCE OR RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. THE FACTORS WHICH MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER FACTORS, THE ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, CONDITIONS IMPOSED ON THE CONSUMMATION OF SUCH TRANSACTIONS BY REGULATORY AGENCIES, THE COMPETITIVE ENVIRONMENT AND GENERAL ECONOMIC CONDITIONS. EX-99 3 ex99_2-67810.txt EXHIBIT 99.2 Exhibit 99.2 News Release Contact: Joseph F. MacDonough President and Chief Executive Officer Westborough Financial Services, Inc. (774) 760-1201 jmacdonough@westboroughbank.com FOR IMMEDIATE RELEASE July 25, 2007 WESTBOROUGH BANCORP, MHC CORPORATORS APPROVE MERGER WITH ASSABET VALLEY BANCORP Voting Corporators Unanimously In Favor Of Transaction Westborough, Massachusetts July 25, 2007 -- Westborough Bancorp, MHC, the mutual holding company parent of Westborough Financial Services, Inc. (OTC Bulletin Board: WFSM.OB), announced today that the previously announced agreement and plan of merger with Assabet Valley Bancorp was unanimously approved by Westborough Bancorp, MHC corporators in attendance at the annual meeting last evening. The corporator vote met the statutory requirement that at least two-thirds of Westborough Bancorp, MHC's corporators approve the merger agreement. Earlier yesterday, the merger agreement was approved by the shareholders of Westborough Financial Services, Inc. As of this date, both the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System have approved the transactions contemplated by the merger agreement. The Massachusetts Board of Bank Incorporation hearing regarding the transaction is scheduled for later this week. About Westborough Financial Services, Inc. Westborough Financial Services, Inc. is the stock holding company parent of The Westborough Bank. Westborough Bank has offices in Westborough, Northborough and Shrewsbury, Massachusetts. It employs 75 people and has assets of approximately $296 million. Westborough Financial's common stock is traded on the OTC Bulletin Board under the symbol "WFSM.OB." Additional information about Westborough Financial and Westborough Bank can be found at www.westboroughbank.com. Forward-looking Information THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS THAT ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH ARE, IN SOME CASES, BEYOND THE CONTROL OF WESTBOROUGH FINANCIAL SERVICES, INC. ACTUAL EVENTS, PERFORMANCE AND RESULTS COULD DIFFER MATERIALLY FROM THE ANTICIPATED EVENT, PERFORMANCE OR RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. THE FACTORS WHICH MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER FACTORS, THE ABILITY OF THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, CONDITIONS IMPOSED ON THE CONSUMMATION OF SUCH TRANSACTIONS BY REGULATORY AGENCIES, THE COMPETITIVE ENVIRONMENT AND GENERAL ECONOMIC CONDITIONS. -----END PRIVACY-ENHANCED MESSAGE-----