-----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, CwpeCpxO0TFBwhbwXmwx/OOpYxBas61tk/ccaSpfTyBRa27SXTuB0Qtyd16CjH1h 1DIX1f4Y2udlXOlKFf4bYQ== 0000909654-06-001988.txt : 20060906 0000909654-06-001988.hdr.sgml : 20060906 20060906172514 ACCESSION NUMBER: 0000909654-06-001988 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060905 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060906 DATE AS OF CHANGE: 20060906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SI Financial Group, Inc. CENTRAL INDEX KEY: 0001292580 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50801 FILM NUMBER: 061077503 BUSINESS ADDRESS: STREET 1: 803 MAIN STREET CITY: WILLIMANTIC STATE: CT ZIP: 06226 BUSINESS PHONE: (860) 423-4581 MAIL ADDRESS: STREET 1: 803 MAIN STREET CITY: WILLIMANTIC STATE: CT ZIP: 06226 8-K 1 sifinancial8ksept6.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): September 5, 2006 ----------------- SI FINANCIAL GROUP, INC. ------------------------ (Exact name of registrant as specified in its charter) United States 0-50801 84-1655232 ------------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 803 Main Street, Willimantic, Connecticut 06226 - ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) (860) 423-4581 -------------- (Registrant's telephone number, including area code) 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 8.01 OTHER EVENTS ------------ On September 5, 2006, SI Financial Group, Inc. (the "Company"), the holding company for Savings Institute Bank and Trust Company (the "Bank"), announced that the Bank has signed a definitive agreement to acquire Fairfield Financial Mortgage Group, Inc. of Danbury, Connecticut. The press release announcing the transaction is included as Exhibit 99.1 and is 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 September 5, 2006 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 thereunto duly authorized. SI FINANCIAL GROUP, INC. Date: September 6, 2006 By: /s/ Rheo A. Brouillard -------------------------------------------- Rheo A. Brouillard President and Chief Executive Officer EX-99.1 2 sifinancialexb99sept6.txt 1 [SI FINANCIAL GROUP, INC. LETTERHEAD] PRESS RELEASE ================================================================================ (NASDAQ: SIFI) SAVINGS INSTITUTE BANK & TRUST COMPANY TO BUY MORTGAGE COMPANY WILLIMANTIC, CONNECTICUT--SEPTEMBER 5, 2006. SI Financial Group, Inc. (the "Company") (NASDAQ: SIFI), the holding company of Savings Institute Bank & Trust Company ("SIBT"), today announced that SIBT has signed a definitive agreement to purchase Fairfield Financial Mortgage Group, Inc. ("FFMG") of Danbury, Connecticut. FFMG has branch offices in Texas, Massachusetts, New Hampshire, New Jersey, New York and Pennsylvania and is also a licensed mortgage banker in South Carolina, Florida, Georgia, Michigan, Rhode Island, Maryland, Delaware and California. The mortgage company, established in 1998 by its President and CEO, Charles L. Levesque, currently employs approximately 100 individuals. Over the last twelve months, FFMG originated loans of more than $386.1 million. "Mr. Levesque and the staff of Fairfield Financial Mortgage Group have, over the past eight years, built a very successful business," said SIBT President & CEO, Rheo A. Brouillard. "While we expect this acquisition will add to our noninterest income and be accretive to our earnings, it will also bring much to FFMG. Under the SIBT banner, FFMG will have significantly greater resources as well as a broader offering of services to bring to its customers. In addition to access to greater resources, operating as a subsidiary of a federally chartered bank will allow FFMG to originate mortgage loans in all fifty states. After the closing of the acquisition, FFMG will be known as "SI Mortgage Group, Inc.", and will operate as a wholly-owned operating subsidiary of Savings Institute Bank & Trust Company, with Mr. Levesque continuing to function as its President," added Brouillard. "We look forward to assisting him in achieving even greater success." Mr. Levesque echoed Mr. Brouillard's enthusiasm. "We are happy to be partnering with such a strong financial services company. Our partnership offers many benefits for both parties, and I feel fortunate that we have been able to come together." Mr. Levesque added that he was especially pleased that FFMG will be able to retain all of its staff and branch locations. The transaction is expected to be completed in the 4th quarter, subject to all necessary regulatory approvals. The acquisition would mark the second transaction since the Company's initial public offering on September 30, 2004. In November 2005, SIBT acquired certain assets from the former Circle Trust Company of Darien, Connecticut. SI Financial Group, Inc. is the holding company for Savings Institute Bank & Trust Company. Established in 1842, the Savings Institute Bank & Trust Company is a community-oriented financial institution headquartered in Willimantic, Connecticut. Through its nineteen offices, the Bank offers a full-range of financial services to individuals, businesses and municipalities within its market area. CONTACT: Sandra Mitchell Vice President / Director of Corporate Communications Phone: (860) 456-6509 / Email: investorrelations@banksi.com ================================================================================ 2 THIS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS" THAT ARE BASED ON ASSUMPTIONS AND MAY DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS OF THE COMPANY. THESE FORWARD-LOOKING STATEMENTS ARE GENERALLY IDENTIFIED BY THE USE OF THE WORDS "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE," "PROJECT" OR SIMILAR EXPRESSIONS. THE COMPANY'S ABILITY TO PREDICT RESULTS OR THE ACTUAL EFFECT OF FUTURE PLANS OR STRATEGIES IS INHERENTLY UNCERTAIN. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON THE OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN MARKET INTEREST RATES, REGIONAL AND NATIONAL ECONOMIC CONDITIONS, LEGISLATIVE AND REGULATORY CHANGES, MONETARY AND FISCAL POLICIES OF THE UNITED STATES GOVERNMENT, INCLUDING POLICIES OF THE UNITED STATES TREASURY AND THE FEDERAL RESERVE BOARD, THE QUALITY AND COMPOSITION OF THE LOAN OR INVESTMENT PORTFOLIOS, DEMAND FOR LOAN PRODUCTS, DEPOSIT FLOWS, COMPETITION, DEMAND FOR FINANCIAL SERVICES IN THE COMPANY'S MARKET AREA, CHANGES IN THE REAL ESTATE MARKET VALUES IN THE COMPANY'S MARKET AREA, ABILITY TO OPERATE NEW BRANCH OFFICES PROFITABLY, ABILITY TO EFFECTIVELY AND EFFICIENTLY INTEGRATE ACQUISITIONS AND CHANGES IN RELEVANT ACCOUNTING PRINCIPLES AND GUIDELINES. THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING ANY FORWARD-LOOKING STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION, THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS THAT MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THE STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS. -----END PRIVACY-ENHANCED MESSAGE-----