-----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, MG9dQvy9xcEKJSLSy3qZNoYT98syjG7aa92msce+W77H1Nns2Tgou/Y5X3O5lCZk NnCxzJ8znqQH4apof23qVw== 0000909654-10-000568.txt : 20101227 0000909654-10-000568.hdr.sgml : 20101224 20101227153245 ACCESSION NUMBER: 0000909654-10-000568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101223 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101227 DATE AS OF CHANGE: 20101227 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: 101274141 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 sifinancial8kdec27-10.htm SI FINANCIAL GROUP, INC. FORM 8-K sifinancial8kdec27-10.htm
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): December 23, 2010

SI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
United States   0-50801   84-1655232
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
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))

 
 

 

Item 5.07    Submission of Matters to a Vote of Security Holders

(a)           A special meeting of the shareholders of SI Financial Group, Inc. (the “Company”) was held on December 23, 2010.

(b)           The matters considered and voted on by the shareholders at the special meeting and the vote of the shareholders were as follows:

1.           The plan of conversion and reorganization was approved by the following vote:

Shares Voted For
Shares Voted Against
Abstentions
9,888,200
35,940
1,900

There were no broker non-votes on the proposal.

2a.           The informational proposal concerning the provision in new SI Financial Group’s articles of incorporation requiring a super-majority vote to approve certain amendments to new SI Financial Group’s articles of incorporation was approved by the following vote:
 
 
Shares Voted For
Shares Voted Against
Abstentions
8,927,867
975,904
28,151

There were no broker non-votes on the proposal.

2b.           The informational proposal concerning the provision in new SI Financial Group’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of new SI Financial Group’s outstanding voting stock was approved by the following vote:
 
 
Shares Voted For
Shares Voted Against
Abstentions
8,917,932
978,909
25,015

There were no broker non-votes on the proposal.

3.           The contribution of up to $500,000 in cash to SI Financial Group Foundation, Inc. was approved by the following vote:

Shares Voted For
Shares Voted Against
Abstentions
9,627,799
269,874
30,872

There were no broker non-votes on the proposal.

Item 8.01                      Other Events.

On December 23, 2010, the Company, holding company for Savings Institute Bank and Trust Company, announced that the Company’s Plan of Conversion and Reorganization and contribution of up to $500,000 in cash to SI Financial Group Foundation, Inc. were each approved by members of SI Bancorp, MHC and the shareholders of the Company at separate meetings held today.  A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.
 
 
Item 9.01                      Financial Statements and Exhibits.
 
 
 (d)   Exhibits    
         
    Number   Description
         
    99.1   Press Release dated December 23, 2010
 


 
 

 


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: December 27, 2010
By:
/s/ Brian J. Hull  
    Brian J. Hull  
   
Executive Vice President, Chief
Financial Officer and Treasurer
 
       

 

EX-99.1 2 sifinancialexb99dec27-10.htm SI FINANCIAL GROUP, INC. PRESS RELEASE sifinancialexb99dec27-10.htm
EXHIBIT 99.1
 
 
For Immediate Release
 
 
 Contact: Rheo A. Brouillard, President and CEO
 
(860) 456-6540
or
Sandra M. Mitchell, Vice President/Director of Corporate Communications
(860) 456-6509
 
 
SI Financial Group, Inc. Announces Approval of Plan of Conversion
and Reorganization by Shareholders and MHC Members

December 23, 2010, Willimantic, CT– SI Financial Group, Inc. (the “Company”) (Nasdaq: SIFI), holding company for Savings Institute Bank and Trust Company, announced today that the Company’s Plan of Conversion and Reorganization and the related contribution of up to $500,000 in cash to SI Financial Group Foundation, Inc. were each approved by the members of SI Bancorp, MHC and by the Company’s shareholders at separate special meetings held today.

Completion of the conversion remains subject to final regulatory approvals and the sale of a minimum of $44.6 million of common stock.

SI Financial Group, Inc. is the holding company for Savings Institute. Established in 1842, Savings Institute is a community-oriented financial institution headquartered in Willimantic, Connecticut. Through its twenty-one branch locations, Savings Institute offers a full-range of financial services to individuals, businesses and municipalities within its market area.

This press release contains certain forward-looking statements about the conversion and offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the conversion and offering, difficulties in selling the common stock or in selling the common stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which SI Financial Group and Savings Institute are engaged.
 
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription and community offerings, an accompanying stock order form).
 
The shares of common stock of new SI Financial Group are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
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