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): May 21, 2009

CNB Financial Corp.

(Exact name of registrant as specified in its charter)

Massachusetts	0-51685	20-3801620
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 May 21, 2009, Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”), the parent company of Berkshire Bank, and CNB Financial Corp. (“CNB Financial”), the parent company of Commonwealth National Bank, jointly announced an amendment, dated as of May 21, 2009 (the “Amendment”), to the Agreement and Plan of Merger, dated as of April 29, 2009 (the “Merger Agreement”) pursuant to which CNB Financial will merge with and into Berkshire Hills Bancorp. The Amendment to the Merger Agreement is attached as Exhibit 2.1. A press release announcing this Amendment is attached as Exhibit 99.1.

          Under the revised terms of the Merger Agreement, as set forth in the Amendment, each outstanding share of CNB Financial common stock will be converted into the right to receive 0.4292 shares of Berkshire Hills Bancorp common stock. Berkshire Hills Bancorp expects to issue approximately 980,000 shares of Berkshire Hills Bancorp common stock in connection with the transaction, not including any shares issued as a result of the exercise of CNB Financial stock options which will be exchanged for Berkshire Hills Bancorp stock options. The other terms and provisions of the Merger Agreement are not affected by the Amendment and remain unchanged.

          The foregoing summary of the Amendment to the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference in its entirety.

          Berkshire Hills Bancorp will be filing a registration statement containing a proxy statement/prospectus and other documents regarding the proposed transaction with the U.S. Securities and Exchange Commission (the “SEC”). CNB Financial shareholders are urged to carefully read the proxy statement/prospectus when it becomes available, as it will contain important information about Berkshire Hills Bancorp, CNB Financial and the proposed transaction. When available, copies of this proxy statement/prospectus will be mailed to CNB Financial shareholders. In addition, copies of the proxy statement/prospectus may be obtained free of charge at the SEC’s web site at http://www.sec.gov, or by directing a request to Berkshire Hills Bancorp, Inc., 24 North Street, Pittsfield, Massachusetts 01201, or to CNB Financial Corp., 33 Waldo Street, Worcester, MA 01608. Copies of other documents filed by Berkshire Hills Bancorp and CNB Financial with the SEC may also be obtained free of charge at the SEC’s web site or by directing a request to Berkshire Hills Bancorp or to CNB Financial at the addresses provided above.

          CNB Financial and its directors, executive officers and certain other members of management and employees may be soliciting proxies from CNB Financial’s shareholders in favor of the proposed transaction. Information regarding such persons who may, under the rules of the SEC, be considered to be participants in the solicitation of CNB Financial’s shareholders in connection with the proposed transaction is set forth in CNB Financial’s proxy statement filed with the SEC on April 20, 2009. Additional information regarding such individuals will also be set forth in the proxy statement/prospectus when it is filed with the SEC.

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.

Exhibit 2.1	First Amendment to the Agreement and Plan of Merger dated as of May 21, 2009 by and between Berkshire Hills Bancorp, Inc. and CNB Financial Corp.
Exhibit 99.1	Press Release dated May 21, 2009

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.
Date: May 22, 2009	By:	/s/ Christine Trifari
		Christine Trifari
		Senior Vice President and Chief Credit Officer

EX-2.1

Exhibit 2.1

First Amendment to the
Agreement and Plan of Merger

     This First Amendment to the Agreement and Plan of Merger, dated as of May 21, 2009 (“Amendment”), is by and between Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire Hills Bancorp”), and CNB Financial Corp., a Massachusetts corporation (“CNB Financial”).

Recitals

     The parties entered into an Agreement and Plan of Merger, dated as of April 29, 2009 (the “Agreement”).

     The parties desire to amend Section 2.5(a) of the Agreement to change the exchange ratio for shares of CNB Financial Common Stock.

     Section 8.3 of the Agreement provides, among other things, that any provision of the Agreement may be amended at any time by an agreement in writing between the parties.

     In consideration of the premises and of the mutual representations, warranties and covenants contained herein and in the Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

     1. Section 2.5(a) of the Agreement is hereby revised and replaced in its entirety to read as follows:

     (a) Subject to the provisions of this Agreement, by virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of CNB Financial Common Stock issued and outstanding at the Effective Time, other than Excluded Shares, shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive 0.4292 shares (the “Exchange Ratio”) of Berkshire Hills Bancorp Common Stock (the “Merger Consideration”).

     2. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Agreement.

     3. The other terms and provisions of the Agreement shall not be affected by this Amendment, and the Agreement shall continue in full force and effect as amended hereby.

     4. This Amendment may be executed in counterparts each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

     5. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles (except to the extent that mandatory provisions of federal law are applicable).

     In Witness Whereof, the parties have caused this First Amendment to the Agreement and Plan of Merger to be executed by their duly authorized officers as of the date first above written.

Berkshire Hills Bancorp, Inc.
By:	/s/ Michael P. Daly
	Michael P. Daly
	President and Chief Executive Officer
CNB Financial Corp.
By:	/s/ Cary J. Corkin
	Cary J. Corkin
	Chairman of the Board

EX-99.1

Exhibit 99.1

NEWS RELEASE

JOINT NEWS RELEASE

CNB FINANCIAL CORP. REAFFIRMS PARTNERSHIP
WITH BERKSHIRE HILLS BANCORP AND
ANNOUNCES REVISED MERGER AGREEMENT

PITTSFIELD, MA and WORCESTER, MA – May 21, 2009 – Berkshire Hills Bancorp, Inc. (“Berkshire”) (NASDAQ:BHLB) and CNB Financial Corp. (“CNB”) (OTC BB: CFNA.OB) announced today that they have amended the merger agreement under which Berkshire will acquire CNB and its subsidiary, Commonwealth National Bank.

Under the revised terms of the merger agreement, which has been approved by the Boards of Directors of both companies, stockholders of CNB will receive 0.4292 shares of Berkshire common stock for each share of CNB common stock held by them. This is equivalent to $9.23 per CNB share based on the $21.51 closing price for Berkshire’s common stock on May 20, 2009. The purchase price represents approximately 106% of CNB’s tangible book value. Berkshire expects that the acquisition will be $0.10 accretive to earnings per common share in the year 2010. Berkshire expects that the transaction will be $0.39 per share dilutive to tangible book value in 2009 due to closing adjustments and net transaction expenses. The amount that will be recorded as the purchase price will be based on the price of Berkshire’s stock when the merger is completed.

As previously disclosed by CNB, West Springfield-based United Financial Bancorp, Inc. (“United”) issued a press release on May 13, 2009 describing its proposal to acquire CNB in a cash and stock transaction for $10.00 per share. After thorough consideration and consultation with its legal and financial advisors, CNB’s Board of Directors has determined that the United proposal does not constitute a superior proposal, under the terms of the merger agreement executed between the parties on April 29, 2009, as compared to the revised terms of the transaction with Berkshire.

In reviewing the United proposal, the CNB board acknowledged that the United proposal currently has a higher nominal value than the revised Berkshire transaction. However, the board noted that United’s proposal is for a fixed value of $10.00 per share, whereas the value of the consideration provided by Berkshire will fluctuate with changes in the market price for Berkshire common stock. The CNB board reviewed the recent and historical trading history for Berkshire common stock and compared its current trading multiples to Berkshire’s peers and concluded that there is

BHLB — Berkshire Hills Bancorp Page 1 www.berkshirebank.com

strong potential for price appreciation. The CNB board also considered information concerning the business, earnings, operations, and prospects of United and Berkshire, both individually and as combined with CNB Financial, and concluded that Berkshire common stock offered greater long-term potential.

The CNB board also considered that United participated in the process that resulted in the agreement with Berkshire and withdrew and that United’s proposal is qualified by a due diligence contingency. These factors created significant uncertainty as to whether CNB would be able to reach a definitive agreement with United at the value stated in United’s proposal.

In addition, the CNB board determined that the transaction with Berkshire presented a greater likelihood of completion and successful integration of the two companies due to Berkshire’s record of having acquired and integrated two banks, six insurance agencies, one asset manager and one broker-dealer.

Berkshire President Michael P. Daly stated, “Berkshire is committed to serving the Worcester market through this partnership which has superior prospects and value to the stockholders of both institutions. We have had more opportunity to get to know the CNB team and are impressed with their skill and dedication in serving their markets. Berkshire has strong commercial and retail banking teams which are moving forward with integration planning with CNB, and all constituencies will benefit from our experience with multiple acquisitions of banks, insurance agencies, and wealth management providers.”

Consummation of the agreement is subject to the approval of CNB’s stockholders, as well as state and federal regulatory agencies. The merger is expected to be completed in the third quarter of 2009. Berkshire will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus and other relevant documents concerning Berkshire, CNB, the proposed transaction, the persons soliciting proxies in the merger and their interests in the merger and related matters. Stockholders of CNB are urged to read the registration statement, including the proxy statement/prospectus, when it becomes available and any other relevant documents filed with the SEC because they contain important information. You will be able to obtain a free copy of all documents filed with the SEC by CNB on the SEC’s web site (http://www.sec.gov). In addition, documents filed with the SEC by Berkshire will be available, without charge, by directing a request to Ann Racine, Investor Relations, Berkshire Hills Bancorp, Inc., 24 North Street, Pittsfield, MA 01201 (413) 236-3239.

CNB and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the merger. Information about the directors and executive officers of CNB and their ownership of CNB common stock is set forth in the proxy statement, dated April 20, 2009 for CNB’s May 21, 2009 annual meeting of stockholders, which is available on CNB’s website at www.commonwealthworcester.com and on the SEC’s website.

BHLB — Berkshire Hills Bancorp Page 2 www.berkshirebank.com

BACKGROUND

Berkshire Hills Bancorp is headquartered in Pittsfield, Massachusetts. It has $2.7 billion in assets and is the parent of Berkshire Bank — America’s Most Exciting Bank^SM. The Company provides personal and business banking, insurance, wealth management, and investment services through 48 financial centers in western Massachusetts, northeastern New York, and southern Vermont. Berkshire Bank provides 100% deposit insurance protection, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF). For more information, visit www.berkshirebank.com or call 800-773-5601.

Headquartered in Worcester, Massachusetts, CNB has nearly $300 million in assets and operates six banking offices in the greater Worcester area. Commonwealth National Bank, a wholly-owned subsidiary of CNB Financial Corp., opened its doors in December 2001. Recognized for its personalized service, state-of-the art products and experienced bankers, Commonwealth has 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. For more information about Commonwealth National Bank and CNB Financial Corp., including detailed financial information, please visit: www.commonwealthworcester.com.

FORWARD LOOKING STATEMENTS

This news release contains certain forward-looking statements about the proposed merger of Berkshire and CNB. These statements include statements regarding the anticipated closing date of the transaction and anticipated future results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Berkshire and CNB, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which Berkshire Hills and CNB are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that Berkshire Hills Bancorp files with the Securities and Exchange Commission.

CONTACT– BERKSHIRE HILLS BANCORP
David H. Gonci
Corporate Finance Officer
413-281-1973

CONTACT – CNB FINANCIAL CORP.
Charles R. Valade
President and Chief Executive Officer
508-752-4800

BHLB — Berkshire Hills Bancorp Page 3 www.berkshirebank.com