July 28, 2007
Mail-Stop 4561
Mr. Richard B. Collins
Chairman of the Board, President
and Chief Executive Officer
United Financial Bancorp, Inc.
95 Elm Street
West Springfield, Massachusetts 01089
Re: United Financial Bancorp, Inc.
Form S-1
Filed June 29, 2007
File No. 333-144245
Dear Mr. Collins:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form S-1
1. In the next amendment, please include the graphics, maps, and
related captions as they will appear in the prospectus, or provide
us
draft copies.
2. To the extent the effectiveness of the registration statement
is
delayed, please revise to included updated financial information
under Rule 3-12 of Regulation S-X.
3. Please include updated consents from your independent
accountants
in the pre-effective amendment.
Prospectus cover page
4. Revise the penultimate sentence in the third paragraph to add
the
first three sentences in the paragraph following (iv) on page 5.
Summary
5. Please provide a website address here or in the man section.
Reasons for the Conversion, page 4
6. Clarify why you chose to make the offering at this time.
Benefits to Management..., page 7
7. Revise the end of the first paragraph to also disclose the
current
annual expense associated with the previous ESOP loan.
8. Revise the second paragraph to indicate management`s current
intention with regard to whether the plans will be adopted prior
to
one year after the offering or after one year. Make similar
revisions
wherever this disclosure appears in the prospectus.
9. Revise footnote (4) on page 9 to indicate the exercise price or
if
the exercise price will be adjusted after the offering. In
addition,
reconcile for the staff the numbers provided as outstanding,
748,000
and the number reserved for issuance, 843,093 as opposed to the
number presented in the table, 1,477,067. Finally, advise us as to
the number of options that have been exercised under the plan, how
many options were allowed initially under the plan, and how many
shares of restricted stock were allowed under the restricted stock
plan.
10. Reconcile for the staff why the first full paragraph on page 8
indicates dilution of 4.8% for the options yet the table on page 9
indicates 5.06% dilution.
How You May Purchase Shares of Common Stock, page 12
11. Revise to disclose the effect on Liquidation Rights of
depositors
who use their accounts to purchase stock.
Risk Factors
Our Failure to Utilize ..., page 20
12. Revise to disclose the reduction in ROE and ROA since the
first
step conversion.
The Implementation of a Stock-Based..., page 21
13. Revise or advise why the 4.8% should not be 5.06% as disclosed
in
the table on page 9.
The Rights of Existing Stockholders..., page 23
14. Noting the disclosure on page 153 that future benefit plans
may
be adopted without shareholder approval, revise to add a separate
risk factor for this change in shareholder rights and include a
cross-reference to the complete discussion on page 153.
How We Intend to use the Proceeds from the Offering, page 28
1. Please revise the distribution of net proceeds section to show
the
cost of common stock to be acquired related to your restricted
stock
and stock option plans or tell us why you believe these
adjustments
should not be included.
Historical and Pro Forma Regulatory Capital Compliance, page 32
2. Please revise to present the pro forma increase as the total
amount contributed to the bank and not show the amount net of the
amount contributed to the ESOP since it is to be funded by United
Financial-Maryland not United Bank or tell us why believe you
believe
the adjustment is appropriate.
Capitalization, page 33
3. Please revise to present historical additional paid-in capital
balance at March 31, 2007 that agrees to the financial statements
by
removing the effect of the stock based incentive plan, which is
yet
to be approved from the historical balances, or explain your basis
for the inclusion of the effect of the stock based incentive plan.
4. Please revise to reduce stockholders` equity for the cost of
common stock to be acquired related to your stock option plan or
tell
us why you believe this adjustment should not be included.
Pro Forma Data, page 35
Pro Forma Data for the Three Months Ended March 31, 2007
5. Please revise Footnote 3 to disclose the vesting period of the
restricted stock awards and explain the basis for assuming 15% of
the
amount of contributed to the stock recognition and retention plan
is
amortized as an expense during the three months ended March 31,
2007.
6. Please revise to reduce the estimated net proceeds, as adjusted
for the cost of common stock to be acquired related to your stock
option plan or tell us why you believe this adjustment should not
be
included.
MD&A
Overview, page 42
15. Revise the end of the first paragraph to briefly explain the
reasons for the margin compression.
Business Strategy
Expanding our Branch Network, page 44
16. Revise to disclose the anticipated cost to complete the East
Longmeadow branch facility.
Liquidity and Capital Resources, page 59
17. Noting the disclosure in the third paragraph on page 59 that
41%
of deposits are CD`s, consider the needs for a risk factor
addressing
the implication if they are not renewed.
Loans, pages 66-70
Investments, 80-82
18. The staff finds no discussion of the effect of subprime
mortgages
or lower housing values in these sections, the MD&A, or in a Risk
Factor. Revise to include a discussion or advise the staff as to
why
these issues are not relevant to the Company.
Management of United Financial-Maryland
Directors of United Financial-Maryland, page 100
19. Revise the biographies on pages 101-102 to disclose the
employer
and positions held for the last 5 years.
Management
Compensation Discussion and Analysis, page 109
20. Please move the heading "Executive Compensation" to precede
the
"Compensation Discussion and Analysis" heading.
21. We note that Mr. Collins receives additional benefits and that
his total compensation set forth in the Summary Compensation Table
is
notably greater than those of the other named executive officers.
In
the last paragraph of Section II(B)(1) of Release 33-8732A, the
Commission stated that material differences in the compensation
policies between the named executive officers should be discussed.
Please revise your Compensation Discussion and Analysis to address
the difference.
Base Salary, page 110
22. Discuss the "individual goals" and "strategic goals of United
Financial-Federal" used to determine the base salary increases for
the individual executives. Describe more specifically the
criteria,
objectives, and benchmarks used for making compensation decisions.
To the extent that those criteria, objectives, and benchmarks are
specific to particular officers, disclose this. Refer to Item
402(b)(2)(v)-(vii) of Regulation S-K.
Annual Incentive Plan, page 110
23. Please expand the disclosure to specify how and to what extent
individual performance and United Financial-Federal`s performance
are
used as the basis for determining annual incentive payouts.
Describe
the "pre-defined individual and Bank-wide performance goals."
Please
refer to Item 402(b)(2) of Regulation S-K.
Stock-Based Incentive Plan, page 111
24. Please describe the basis for award grants, disclosing
specifically the degree to which stock-based awards require an
increase in the employee`s production levels.
Stock pricing and Number of Shares to be Issued, page 134
25. With regard to the first bullet on page 135, supplementally
provide the staff with the information provided to RP financial.
In
addition, tell us the assumed rate of return on the proceeds
referred
to in the penultimate paragraph on page 135.
Dissenters` Rights of Appraisal, page 156
26. Revise to disclose if the exchange offer contemplated is
considered a merger and therefore, dissenters` rights are not
available.
Alternate Prospectus
Questions and Answers For ...., page 6
27. Revise to add a Q&A for "Will shareholders gain or lose value
on
the exchange?" or another similar question.
28. Revise to add a Q&A for "Who else is required to approve the
conversion?" or another similar question. In this regard, how and
when will the depositors vote on the Plan of Conversion and what
documents will they receive?
Benefits to Management..., page 18
29. Revise the end of the first paragraph to also disclose the
current annual expense associated with the previous ESOP loan.
30. Revise the second paragraph to indicate management`s current
intention with regard to whether the plans will be adopted prior
to
one year after the offering or after one year. Make similar
revisions
wherever this disclosure appears in the prospectus.
31. Revise footnote (4) on page 20 to indicate the exercise price
or
if the exercise price with be adjusted after the offering. In
addition, reconcile for the staff the numbers provided as
outstanding, 748,000 and the number reserved for issuance, 843,093
as
opposed to the number presented in the table, 1,477,067. Finally,
advise us as to the number of options that have been exercised
under
the plan, how many options were allowed initially under the plan,
and
how many shares of restricted stock were allowed under the
restricted
stock plan.
32. Reconcile for the staff why the carryover paragraph at the top
of
page 19 indicates dilution of 4.8% for the options yet the table
on
page 20 indicates 5.06% dilution.
Risk Factors
Our Failure to Utilize ..., page 29
33. Revise to disclose the reduction in ROE and ROA since the
first
step conversion.
The Implementation of a Stock-Based..., page 30
34. Revise or advise why the 4.8% should not be 5.06% as disclosed
in
the table on page 9.
The Rights of Existing Stockholders..., page 32
35. Noting the disclosure on page 153 that future benefit plans
may
be adopted without shareholder approval, revise to add a separate
risk factor for this change in shareholder rights and include a
cross-reference to the complete discussion on page 153.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the
securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to Matthew Komar
Cooper at (202) 551-3781 or Kevin Vaughn at (202) 551-3494. All
other questions may be directed to Michael Clampitt at (202) 551-
3434
or to me at (202) 551-3448.
Sincerely,
Jessica Livingston
Attorney-Advisor
Financial Services Group
CC: Robert B. Pomerenk, Esq.
Luse Gorman Pomerenk & Schick P.C.
5335 Wisconsin Avenue N.W., Suite 400
Washington, DC 20015
Phone (202) 274-2011
Facsimile (202) 362-2902
Mr. Richard B. Collins
United Financial Bancorp, Inc.
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