-----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, LL0qd471FI4ZwQvwj8L+TwC0lc/uCZldHLlltlMF/IsuhI5mlSehDxdxHIYt5esD 18b1VVITHgpuNJy3eGvQiw== 0000909654-09-000950.txt : 20091113 0000909654-09-000950.hdr.sgml : 20091113 20091113090631 ACCESSION NUMBER: 0000909654-09-000950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNB Financial Corp. CENTRAL INDEX KEY: 0001345622 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 203801620 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51685 FILM NUMBER: 091179287 BUSINESS ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 BUSINESS PHONE: 508-752-4800 MAIL ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 8-K 1 cnb8knov12-09.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2009 CNB Financial Corp. ------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-51685 20-3801620 ------------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 33 Waldo Street, PO Box 830, Worcester, MA 01613-0830 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 752-4800 -------------- (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 (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)) 2 ITEM 8.01 OTHER EVENTS. ------------ On November 12, 2009, CNB Financial Corp. (the "Company") announced that the Office of Thrift Supervision has approved the Company's pending merger with United Financial Bancorp, Inc. The press release also announced that the merger is expected to close on November 30, 2009 and provided the expected election results. The press release is filed as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a)-(c) Not applicable. (d) Exhibits Number Description ------ ----------- 99.1 Press release dated November 12, 2009 2 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. CNB FINANCIAL CORP. ------------------- (Registrant) November 12, 2009 By: /s/ Charles R. Valade ---------------------------------------- Charles R. Valade President and Chief Executive Officer EX-99.1 2 cnb8knov12-09release.txt 1 Exhibit 99.1 Company Contact: Company Contact: Richard B. Collins Charles R. Valade President and Chief Executive Officer President and Chief Executive Officer United Financial Bancorp, Inc. CNB Financial Corp. Tel: (413) 787-1700 Tel: (508) 752-4800 FOR IMMEDIATE RELEASE - --------------------- UNITED FINANCIAL BANCORP, INC. RECEIVES REGULATORY APPROVAL TO ACQUIRE CNB FINANCIAL CORP. WEST SPRINGFIELD, MASSACHUSETTS AND WORCESTER, MASSACHUSETTS- NOVEMBER 12, 2009 United Financial Bancorp, Inc. (Nasdaq Global Select: UBNK) and CNB Financial Corp. (OTCBB: CFNA) announced today that United Financial Bancorp has received regulatory approval to acquire CNB Financial. The merger is anticipated to close on or about November 30, 2009. As a result of the elections of the CNB Financial shareholders and the allocation and proration mechanisms set forth in the merger agreement, the merger consideration has been allocated as follows: o Those CNB Financial stockholders that elected to receive United Financial Bancorp common stock in exchange for their shares of CNB Financial Corp. will receive 0.8257 shares of United Financial Bancorp common stock for each of their shares of CNB Financial Corp. o Those CNB Financial stockholders that elected to receive cash in exchange for their shares of CNB Financial Corp. will receive $9.11 in cash and 0.1257 shares of United Financial Bancorp common stock for each of their shares of CNB Financial Corp. o Those CNB Financial stockholders that did not select an election preference or submit a properly completed election form within the required timeframe will receive 0.8257 shares of United Financial Bancorp common stock for each of their shares of CNB Financial Corp. United Financial Bancorp, Inc. is a publicly owned corporation and the holding company for United Bank, a federally chartered savings bank headquartered at 95 Elm Street, West Springfield, MA 01090. United Bank provides an array of financial products and services through its 16 branch offices located throughout Western Massachusetts. Through its Wealth Management Group and its partnership with NFP Securities, Inc., the Bank is able to offer access to a wide range of investment and insurance products and services, as well as financial, estate and retirement strategies and products. For more information regarding the Bank's 2 products and services and for United Financial Bancorp, Inc. investor relations information, please visit www.bankatunited.com. -------------------- CNB Financial Corp., headquartered in Worcester, Massachusetts, is the holding company for Commonwealth National Bank, which opened its doors in December 2001. Commonwealth National Bank was the first new bank started in the Worcester area in more than 15 years. Recognized for its personalized service, state-of-the art products and experienced bankers, Commonwealth National Bank offers branches in Worcester at 33 Waldo Street, One West Boylston Street and 1393 Grafton Street, as well as at 564 Main Street in Shrewsbury, 701 Church Street in Northbridge and 26 West Boylston Street in West Boylston, Massachusetts. Additional information is available on the CNB Financial's website at www.commonwealthworcester.com. - ----------------------------- Except for the historical information contained in this press release, the matters discussed may be deemed to be forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area, competition, and other risks detailed from time to time in the Company's SEC reports. Actual strategies and results in future periods may differ materially from those currently expected. These forward-looking statements represent the Company's judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update these forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----