-----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, KjH/JHRfRxieWDEjGIjthdPB9VwOJwiIsHim40JRDX4oLEHYoda/owHwlLShiV6d 1pO400/AdZfGZq9FFmkfFQ== 0000909654-07-000719.txt : 20070322 0000909654-07-000719.hdr.sgml : 20070322 20070322140354 ACCESSION NUMBER: 0000909654-07-000719 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070321 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070322 DATE AS OF CHANGE: 20070322 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: 07711430 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 sifinancial8kmarch22.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): March 21, 2007 -------------- 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; ------------------------------------------------------------------ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF ------------------------------------------------------------- CERTAIN OFFICERS. ---------------- (a)- (c) Not applicable. (d) On March 21, 2007, the Board of Directors of SI Financial Group, Inc. (the "Company") elected Michael R. Garvey to the Company's Board of Directors, as well as to the Boards of Directors of SI Bancorp, MHC and Savings Institute Bank & Trust Company (the "Bank"). Mr. Garvey has been appointed to the Nominating and Governance Committee of the Company and the Loan Committee of the Bank. Mr. Garvey will receive the customary retainers, fees and benefits for his service on the Boards of Directors and the committees thereof. Mr. Garvey will also be eligible to participate in the Bank's Director Retirement Plan and in the Company's 2005 Equity Incentive Plan. A copy of the press release announcing Mr. Garvey's election to the Boards of Directors is attached as Exhibit 99.1 and incorporated herein by reference. (e) Not applicable. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL ------------------------------------------------------------------- YEAR. ---- On March 21, 2007, the Board of Directors of the Company amended Article III, Section 2 of the Company's Bylaws to increase the number of directors from eight to nine. The text of the revised bylaw is filed as Exhibit 3.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (d) Exhibits Number Description ------ ----------- 3.1 Article III, Section 2 of the Bylaws of SI Financial Group, Inc. 99.1 Press Release dated March 22, 2007 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: March 22, 2007 By: /s/ Rheo A. Brouillard -------------------------------------------- Rheo A. Brouillard President and Chief Executive Officer EX-3.1 2 sifinancialexb31.txt EXHIBIT 3.1 Section 2. Number and Term. The board of directors shall consist of nine members - -------------------------- and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually. EX-99.1 3 sifinancialexb99march22.txt [SI FINANCIAL GROUP, INC. LETTERHEAD] PRESS RELEASE ================================================================================ (NASDAQ Global: SIFI) CONTACT: Sandra Mitchell Vice President / Director of Corporate Communications Phone: (860) 456-6509 / Email: investorrelations@banksi.com SI FINANCIAL GROUP, INC. APPOINTS NEW DIRECTOR - ---------------------------------------------- Willimantic, CT (March 22, 2007) -SI Financial Group, Inc. (the "Company")(NASDAQ Global Market: SIFI) President and CEO, Rheo A. Brouillard announced that Michael R. Garvey was appointed to the Company's Board of Directors and to the Boards of Directors of SI Bancorp, MHC and Savings Institute Bank & Trust Company (the "bank") on March 21,2007. Mr. Garvey, a Certified Public Accountant, is a managing member of Garvey & Associates, LLC and Professional Payrolls, LLC located in Mystic, CT. In his new position, Mr. Garvey will serve on the Company's Corporate Governance Committee and the Bank's Loan Committees. Mr. Garvey is a 1986 graduate of Central Connecticut State University with a Bachelor's of Science Degree in Accounting. He is a member of the American Institute of Certified Public Accountants, CT Society of Certified Public Accountants, and the American Institute of Certified Public Accountants Tax Division. He is a Board Member and Vice Chair of CPA Connect, President-elect of the Rotary Club of Mystic and Board Member, Co-Treasurer of the Pawcatuck Neighborhood Center, Inc. He resides in Pawcatuck, CT with his wife Alexa and four daughters. SI Financial Group, Inc. is the parent company of Savings Institute Bank & Trust Company. Savings Institute Bank & Trust was established in 1842 and has been committed to the needs of its neighbors and friends in Eastern Connecticut for 165 years. Currently it operates through 19 conveniently located offices in Hartford, New London, Tolland and Windham counties. Savings Institute Bank & Trust can also be found on the internet at www.savingsinstitute.com. # # # # ================================================================================ 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-----