1
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 17, 2006
----------------
NEW ENGLAND BANCSHARES, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-51589 04-3693643
-------- ------- ----------
(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
855 Enfield Street, Enfield, Connecticut 06082
----------------------------------------------
(Address of principal executive offices)
(860) 253-5200
--------------
(Registrant's telephone number, including area code)
NEBS Bancshares, Inc.
---------------------
(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))
2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------
On January 17, 2006, New England Bancshares, Inc. (the "Company") and
its wholly-owned subsidiary, Enfield Federal Savings and Loan Association
("Enfield Federal"), each executed a three-year employment agreement with David
J. O'Connor, President and Chief Executive Officer of the Company and Enfield
Federal. The terms of the employment agreements were previously disclosed in the
Company's Registration Statement on Form SB-2 (File No. 333-128277).
Also, on January 17, 2006, Enfield Federal executed amendments to the
change-in-control agreements for Scott D. Nogles, Senior Vice President and
Chief Financial Officer of the Company and Enfield Federal and John F. Parda,
Senior Vice President and Chief Lending Officer of Enfield Federal. Under the
amendments, if voluntary termination or, under certain circumstances, voluntary
termination follows a change in control of the Company or Enfield federal, each
executive would be entitled to receive a severance benefit of 2.99 times the
executive's "base amount," as defined under the Internal Revenue Code.
3
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.
Dated: January 17, 2006 By: /s/ David J. O'Connor
-------------------------------------
David J. O'Connor
President and Chief Executive Officer