-----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, MjO9xlmFRCDle9KXPefEY2tqWVXRqDoTZ19GdieQrdc8CStIwUYHEWdxTfEQaCwX Dedj1cBh+XgRv1JX9j8ONw== 0000910647-05-000253.txt : 20050825 0000910647-05-000253.hdr.sgml : 20050825 20050825153126 ACCESSION NUMBER: 0000910647-05-000253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050823 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTFIELD FINANCIAL INC CENTRAL INDEX KEY: 0001157647 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16767 FILM NUMBER: 051048781 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 wesf-8k5.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): August 23, 2005 WESTFIELD FINANCIAL, INC. (Exact name of registrant as specified in its charter) Massachusetts 001-16767 73-1627673 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 141 Elm Street Westfield, MA 01085 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (413) 568-1911 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 (see General Instruction A.2. below): [ ] 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 1.01. Entry into a Material Definitive Agreement On August 23, 2005, the Board of Directors of Westfield Financial, Inc. (the "Company") approved and adopted an amendment to the Employee Stock Ownership Plan of Westfield Financial, Inc. (the "ESOP"). In accordance with the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001, the amendment to the ESOP provides for the distribution of participant accounts following termination of employment absent the direction of the participant if such participant has a vested balance of $1,000 or less in his or her ESOP account. Item 9.01 Financial Statements and Exhibits (c) The following exhibit is furnished with this report: Exhibit No. Description ----------- ----------- 10.10 Amendment No. 3 to the Employee Stock Ownership Plan of Westfield Financial, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTFIELD FINANCIAL, INC. By: /s/ Michael J. Janosco, Jr. --------------------------- Name: Michael J. Janosco, Jr. Title: Chief Financial Officer and Treasurer Date: August 24, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.10 Amendment No. 3 to the Employee Stock Ownership Plan of Westfield Financial, Inc. EX-10 2 wesf5-10.txt EXHIBIT 10.10 Exhibit 10.10 ------------------------------------- EMPLOYEE STOCK OWNERSHIP PLAN | AMENDMENT NO. 3 | OF | | WESTFIELD FINANCIAL, INC. | DOCUMENT: WA01/3147713 | | DRAFT DATE: 08/09/05 | Effective as of January 1, 2002 | | Incorporating Amendment Nos. 1 and 2 | BOARD OF DIRECTORS | | APPROVAL DATE: AUGUST 23, 2005 | ------------------------------------- AMENDMENT --------- 1. Article XIII - Section 13.3(a) of the Plan shall be amended, effective as of March 28, 2005, to read in its entirety as follows: (a) Except as provided in section 13.5, the vested portion of the balance credited to a Former Participant's Account shall be distributed to him in a single distribution as of the last Valuation Date to occur in the Plan Year in which he terminates employment with all Affiliated Employers or the Plan Year in which he attains age 65, whichever is later; provided, however, that if the Former Participant elects, at such time and in such manner as the Plan Administrator may prescribe, that distribution be made as of an earlier Valuation Date that coincides with or follows his termination of employment with all Affiliated Employers, distribution shall be made as of such earlier Valuation Date and if the entire vested balance credited to a Former Participant's Accounts is not more than $1,000 then the full vested amount shall be paid as of the earliest practicable Valuation Date following his termination of employment and if at a later time such Account balance is reduced such that it is not greater than $1,000, the Former Participant will receive a distribution of such Account balance. The actual distribution shall be made within sixty days after the applicable Valuation Date. If an Account of a Participant or Former Participant does not contain any vested amounts as of the date of his termination of employment with all Affiliated Employers, a distribution of $0, representing full distribution of the Account, shall be deemed to have been made to the Participant or Former Participant on such date. IN WITNESS WHEREOF, this Amendment has been executed by the undersigned officer of Westfield Financial, Inc. pursuant to authority given by resolution of the Board of Directors. WESTFIELD FINANCIAL, INC. By /s/ Donald A. Williams --------------------------------------- Name: Donald A. Williams Title: Chairman/Chief Executive Officer 1 -----END PRIVACY-ENHANCED MESSAGE-----