- Current report filing (8-K)
21 June 2011 - 8:01PM
Edgar (US Regulatory)
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):
June 20, 2011
LEGACY BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-51525
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20-3135053
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(State or Other Jurisdiction)
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(Commission File No.)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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99 North Street, Pittsfield, Massachusetts
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01201
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (413) 443-4421
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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 5.07
Submission of Matters to a Vote of Security Holders
A Special Meeting of Stockholders of Legacy Bancorp, Inc. (the Company) was held on June 20,
2011 (the Special Meeting). The matters listed below were submitted to a vote of the stockholders
through the solicitation of proxies, and the proposals are described in detail in the Companys
final Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange
Commission on May 23, 2011. The final results of the stockholder votes are as follows:
Proposal 1 To consider and vote upon a proposal to adopt the Agreement and Plan of Merger,
dated as of December 21, 2010, by and between Berkshire Hills Bancorp, Inc. and Legacy Bancorp,
Inc., and thereby to approve the transactions contemplated by the merger agreement, including the
merger of Legacy Bancorp, Inc. with and into Berkshire Hills Bancorp, Inc.
The stockholders approved the Agreement and Plan of Merger as follows:
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For
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4,854,948
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Against
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34,708
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Abstain
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2,825
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Proposal 2 To approve one or more adjournments of the special meeting, if necessary or
appropriate, including adjournments to permit further solicitation of proxies in favor of the
merger.
The stockholders approved the proposal as follows:
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For
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4,247,719
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Against
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146,836
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Abstain
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497,926
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Item 8.01
Other Events
The Company and Berkshire Hills Bancorp, Inc. issued a joint press release in conjunction with
each companys Special Meeting of Stockholders on June 20, 2011. A copy of the press release is
attached as Exhibit 99.1 to this report
Item 9.01.
Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired. Not Applicable.
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(b)
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Pro Forma Financial Information. Not Applicable.
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(c)
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Shell Company Transactions. Not Applicable.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Joint Press Release issued in conjunction with the Special
Meetings of Stockholders of Berkshire Hills Bancorp, Inc. and
Legacy Bancorp, Inc.
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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.
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Legacy Bancorp, Inc.
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DATE: June 20, 2011
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By:
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/s/ J. Williar Dunlaevy
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J. Williar Dunlaevy
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Chairman and Chief Executive Officer
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