Registration Nos. 333-181648
333-171879
333-171880
As filed with the Securities and Exchange Commission on September 26, 2019
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO EACH IDENTIFIED
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SI Financial Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 80-0643149 |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
| Incorporation or Organization) | |
60 State StreetBoston, Massachusetts 02109
(Address of Principal Executive Offices)
SI Financial Group, Inc. 2012 Equity Incentive Plan
SI Financial Group, Inc. 2005 Equity Incentive Plan
Savings Institute Bank and Trust Company Profit Sharing and 401(k) Savings Plan
(Full Title of the Plan)
Copies to:
| Mr. Richard M. Marotta | Lawrence M.F. Spaccasi, Esquire |
| President and Chief Executive Officer | D. Max Seltzer, Esquire |
| Berkshire Hills Bancorp, Inc. | Luse Gorman, PC |
| 60 State Street | 5335 Wisconsin Ave., N.W., Suite 780 |
| Boston, Massachusetts 02109 | Washington, DC 20015-2035 |
| (413) 443-5601 | (202) 274-2000 |
| (Name, Address and Telephone | |
| Number of Agent for Service) | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
Large accelerated filer ☒ | Accelerated filer ☐ |
Non-accelerated filer ☐ | Smaller reporting company☐ |
Emerging growth company ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box ☒
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Form S-8 Registration Statements relates to each Registration Statement on Form S-8 filed on May 24, 2012 (File No. 333-181648), January 26, 2011 (File No. 333-171879) and January 26, 2011 (File No. 333-171880), and is being filed for the sole purpose of removing from registration any unsold shares of SI Financial Group, Inc. (the “Registrant”) common stock (“Common Stock”), including any related plan interests previously registered under any of the foregoing registration statements and that may have been acquired by the Registrant’s employees pursuant to elective purchases of Common Stock under the Savings Institute Bank and Trust Company Profit Sharing and 401(k) Savings Plan (the “401(k) Plan”), and any unsold shares of the Registrant’s Common Stock that may have been issuable pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Equity Incentive Plan”) and SI Financial Group, Inc. 2005 Equity Incentive Plan (the “2005 Equity Incentive Plan”).
On May 17, 2019, pursuant to the Agreement and Plan of Merger, dated as of December 11, 2018, by and among the Registrant and Berkshire Hills Bancorp, Inc., the Registrant merged with and into Berkshire Hills Bancorp, Inc., with Berkshire Hills Bancorp, Inc. as the surviving corporation (the “Merger”). As a result of the Merger, Registrant has terminated all offerings of its Common Stock under the 401(k) Plan, 2005 Equity Incentive Plan, 2012 Equity Incentive Plan, and no shares of the Registrant’s Common Stock are reserved for future issuance under the 401(k) Plan, 2005 Equity Incentive Plan or the 2012 Equity Incentive Plan. Further, the Registrant has terminated all offerings of its related plan interests under the 401(k) Plan.
In accordance with the undertakings made by the Registrant in the foregoing registration statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities registered with respect to the 401(k) Plan, 2005 Equity Incentive Plan and the 2012 Equity Incentive Plan, which remain unsold and unissued under the foregoing registration statements in connection therewith as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Berkshire Hills Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 26th day of September, 2019. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| | | SI FINANCIAL GROUP, INC. |
| | | (on behalf of itself and as Plan Administrator) |
| | | |
| | | By: BERKSHIRE HILLS BANCORP, INC. |
| | | (as successor to SI Financial Group, Inc.) |
| | | |
| | By:
| /s/ Richard M. Marotta |
| | | Richard M. Marotta |
| | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
| Signatures | | Title | | Date |
| | | | | |
| | | | | |
/s/ Richard M. Marotta
| |
President, Chief Executive Officer and Director | |
September 26, 2019 |
| Richard M. Marotta | | (principal executive officer) | | |
| | | | | |
| | | | | |
| /s/ James M. Moses | | Senior Executive Vice President and | | September 26, 2019 |
| James M. Moses | | Chief Financial Officer | | |
| | | (principal financial and accounting officer) | | |
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| /s/ William J. Ryan | | Chairman of the Board of Directors | | September 26, 2019 |
| William J. Ryan | | | | |
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| /s/ Baye Adofo-Wilson | | Director | | September 26, 2019 |
| Baye Adofo-Wilson | | | | |
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| /s/ Rheo A. Brouillard | | Director | | September 26, 2019 |
| Rheo A. Brouillard | | | | |
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| /s/ David M. Brunelle | | Director | | September 26, 2019 |
| David M. Brunelle | | | | |
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| /s/ Robert M. Curley | | Director | | September 26, 2019 |
| Robert M. Curley | | | | |
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| /s/ John B. Davies | | Director | | September 26, 2019 |
| John B. Davies | | | | |
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| /s/ J. Williar Dunlaevy | | Director | | September 26, 2019 |
| J. Williar Dunlaevy | | | | |
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| /s/ William H. Hughes III | | Director | | September 26, 2019 |
| William H. Hughes III | | | | |
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| /s/ Cornelius D. Mahoney | | Director | | September 26, 2019 |
| Cornelius D. Mahoney | | | | |
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| /s/ Pamela A. Massad | | Director | | September 26, 2019 |
| Pamela A. Massad | | | | |
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| /s/ Laurie Norton Moffatt | | Director | | September 26, 2019 |
| Laurie Norton Moffatt | | | | |
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| /s/ D. Jeffrey Templeton | | Director | | September 26, 2019 |
| D. Jeffrey Templeton | | | | |
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