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): January 31, 2017
WESTERN NEW ENGLAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-16767 | 73-1627673 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Elm Street
Westfield, Massachusetts 01085
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (413) 568-1911
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 2.02. | Results of Operations and Financial Condition. |
On February 2, 2017, Western New England Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2016. The Company also announced a repurchase program under which a total of 10% of common stock outstanding, or 3,047,000 shares, may be repurchased. The press release also announced the declaration of a regular cash dividend of $0.03 per share. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 31, 2017, the Board of Directors of the Company (the “Board”) approved the amendment of the Company’s Bylaws to remove the following provision of Article II addressing qualification of directors: “Section 2. Qualifications. No person shall be eligible for election or appointment to the Board of Directors unless such person has been, for a period of at least one year immediately before his or her nomination or appointment, a resident of a county in which the Corporation or its subsidiaries maintains a banking office or a county contiguous to any such county. No person may serve on the Board of Directors and at the same time be a director or officer of another co-operative bank, credit union, savings bank, savings and loan association, trust company, bank holding company or banking association (in each case whether chartered by a state, the federal government or any other jurisdiction) that operates a bank branch in the same market area as the Corporation of any of its subsidiaries.”
The amendment to the Bylaws is reflected in the Amended and Restated Bylaws, a copy of which has been attached hereto as Exhibit 3.1, and is incorporated herein by reference.
| Item 8.01. | Other Events. |
The information regarding the Company’s repurchase program contained in Item 2.02 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
3.1 | Amended and Restated Bylaws of Western New England Bancorp, Inc. | |
99.1 | Press Release, dated February 2, 2017 | |
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.
| WESTERN NEW ENGLAND BANCORP, INC. | ||||||
| Date: February 2, 2017 | By: | /s/ James C. Hagan | ||||
| James C. Hagan | ||||||
| President & Chief Executive Officer | ||||||
EXHIBIT INDEX
Exhibit Number | Description | |
3.1 | Amended and Restated Bylaws of Western New England Bancorp, Inc. | |
99.1 | Press Release, dated February 2, 2017 | |
