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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): May 15, 2006
CHICOPEE BANCORP, INC..
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 000-51996 20-4840562
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
70 Center Street, Chicopee, Massachusetts 01013
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(Address of principal executive offices) (Zip Code)
(413) 594-6692
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On May 15, 2006, Chicopee Bancorp, Inc. (the "Company") and Chicopee
Savings Bank (the "Bank") entered into an Agency Agreement with Ryan Beck & Co.,
Inc. ("Ryan Beck"), who will act as the Company's financial advisor during the
conversion of the Bank from the mutual to stock form and also assist in the
marketing of the Company's common stock during its stock offering. For these
services, Ryan Beck will receive a conversion advisory fee of $25,000 and a
marketing fee equal to 1.0% of the dollar amount of the common stock sold in the
subscription and community offerings. No fee will be payable to Ryan Beck with
respect to shares purchased by officers, directors and employee or their
immediate families, shares contributed to the Chicopee Savings Bank Charitable
Foundation, or any common stock purchased by the Bank's tax-qualified and
non-qualified employee benefit plans.
The shares of common stock are being offered pursuant to a Registration
Statement on Form S-1 (Registration No. 333-132512) filed under the Securities
Act of 1933, as amended, and a related prospectus dated May 15, 2006
The foregoing description of the terms of the Agency Agreement is
qualified in its entirety by reference to the Agency Agreement, which is filed
as Exhibit 1.1 hereto and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Number Description
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1.1 Agency Agreement dated May 15, 2006 between
Chicopee Bancorp, Inc., Chicopee Savings
Bank and Ryan Beck & Co., Inc.
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SIGNATURE
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 thereunto duly authorized.
Date: May 19, 2006 By:/s/ William J. Wagner
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William J. Wagner
President and Chief Executive Officer