-----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, WW2G4vXFVNwJoObd5Q7lyulAZvzHG+BT+AuKQQ4ohwMvFoFjDFQkwgy6WZ2C66NL TT5zEtF58OTUsjqfbInXKA== 0000909654-06-002123.txt : 20061005 0000909654-06-002123.hdr.sgml : 20061005 20061005143926 ACCESSION NUMBER: 0000909654-06-002123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061004 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HILLS BANCORP INC CENTRAL INDEX KEY: 0001108134 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 043510455 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51584 FILM NUMBER: 061130729 BUSINESS ADDRESS: STREET 1: 24 NORTH ST. CITY: PITTSFIELD STATE: MA ZIP: 01201 BUSINESS PHONE: 4134435601 MAIL ADDRESS: STREET 1: 24 NORTH ST CITY: PITTSFIELD STATE: MA ZIP: 01201 8-K 1 berkshire8kdirectorsoct4.txt 1 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) October 4, 2006 --------------- BERKSHIRE HILLS BANCORP, INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 0-51584 04-3510455 -------- -------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 24 North Street, Pittsfield, Massachusetts 01201 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (413) 443-5601 -------------- 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)) 2 ITEM 5.02(B) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF --------------------------------------------------------- DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. -------------------------------------------- On October 4, 2006, the Board of Directors of Berkshire Hills Bancorp, Inc. (the "Company"), the holding company for Berkshire Bank (the "Bank"), announced the appointment of David E. Phelps as a member of the Boards of Directors of both the Company and the Bank effective September 28, 2006. Mr. Phelps has been appointed to the Audit Committee of both the Company and Bank. Also on October 4, 2006, the Company announced the retirement of Robert A. Wells and Ann H. Trabulsi from the Boards of Directors of the Company and the Bank, effective September 28, 2006. A copy of the press release announcing the director appointment and retirements is included as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Shell Company Transactions: Not applicable (d) Exhibits Number Description ------ ----------- 99.1 Press Release Dated October 4, 2006 2 3 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. BERKSHIRE HILLS BANCORP, INC. Dated: October 4, 2006 By: /s/ Wayne F. Patenaude ------------------------------------ Wayne F. Patenaude Senior Vice President and Chief Financial Officer EX-99.1 2 berkshireexb99directors.txt 1 FOR IMMEDIATE RELEASE DAVID E. PHELPS NAMED DIRECTOR OF BERKSHIRE HILLS BANCORP AND BERKSHIRE BANK AS DIRECTORS ROBERT A. WELLS AND ANN H. TRABULSI RETIRE PITTSFIELD, MA October 4, 2006 - Berkshire Hills Bancorp, Inc. (the "Company") (NASDAQ: BHLB), the holding company for Berkshire Bank (the "Bank"), announced that David E. Phelps, President and Chief Executive Officer of Berkshire Health Systems, has been appointed to the boards of directors of the Company and the Bank and that Robert A. Wells and Ann H. Trabulsi have retired as members of both boards of directors. Mr. Phelps is President and Chief Executive Officer of Berkshire Health Systems, whose major affiliates are Berkshire Medical Center, Fairview Hospital and Berkshire Health Care Systems, an operator of nursing and rehabilitative care facilities throughout Berkshire County and other areas of Massachusetts, Ohio and Pennsylvania. Mr. Phelps received his M.B.A. from Rensselaer Polytechnic Institute and his undergraduate degree from St. Mary's College. He resides in Dalton, Massachusetts. Michael P. Daly, President and Chief Executive Officer of the Company and the Bank said, "We will miss the counsel and advice that Bob and Ann brought to our Company. Bob is our former Chairman and CEO and has been associated with Berkshire Bank and its predecessor, Berkshire County Savings Bank, since 1965. He and Ann have been valued directors for thirty years. I am pleased that they will continue to contribute their talents to our Company by serving on our Advisory Board." Mr. Daly continued, "I am also very pleased to welcome David Phelps as our newest director. He heads one of the major business organizations in Western Massachusetts, and his experience and leadership will benefit our Company." Mr. Phelps responded, "I am looking forward to serving as a director of Berkshire Hills Bancorp and Berkshire Bank and working with Mike and the other directors led by non-executive Chairman Larry Bossidy. Berkshire Bank is the leading financial institution in the Berkshires and has become a major player in the Pioneer Valley of Western Massachusetts and the Albany, New York region." BACKGROUND Berkshire Hills Bancorp, Inc. is the holding company for Berkshire Bank. Established in 1846, Berkshire Bank is one of Massachusetts' oldest and largest independent banks and the largest banking institution based in Western Massachusetts. The Bank is headquartered in Pittsfield, Massachusetts with branches serving communities throughout 2 Western Massachusetts and Northeastern New York. The Bank is transitioning into a regional bank and is positioning itself as the financial institution of choice in its retail and commercial markets, delivering exceptional customer service and a broad array of competitively priced deposit, loan, insurance, wealth management and trust services, and investment products. Statements contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management, as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions. These risks and uncertainties include, among others: changes in market interest rates and general and regional economic conditions; changes in government regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company's quarterly reports on Form 10-Q for the quarters ended March 31, June 30, September 30, and in its annual report on Form 10-K, each filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's Internet Web site (WWW.SEC.GOV) and to which reference ----------- is hereby made. Therefore, actual future results may differ significantly from results discussed in these forward-looking statements. # # # Contact: Berkshire Hills Bancorp, Inc. Michael P. Daly, 413-236-3194 -----END PRIVACY-ENHANCED MESSAGE-----