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): May 29, 2009
CNB Financial Corp.
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(Exact name of registrant as specified in its charter)
Massachusetts 0-51685 20-3801620
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
33 Waldo Street, PO Box 830, Worcester, MA 01613-0830
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(Address of principal executive offices) (Zip Code)
(508) 752-4800
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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))
ITEM 7.01 REGULATION FD DISCLOSURE.
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On May 29, 2009, CNB Financial Corp., the holding company for
Commonwealth National Bank, announced that it plans to begin discussions with
United Financial Bancorp, Inc. regarding United Financial Bancorp's unsolicited
acquisition proposal. CNB Financial will also commence discussions with an
additional bank that also made an unsolicited acquisition proposal. The press
release announcing the commencement of discussions is included as Exhibit 99.1
to this report and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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99.1 Press release dated May 29, 2009
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.
CNB Financial Corp.
Date: May 29, 2009 By: /s/ Charles R. Valade
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Charles R. Valade
President and Chief Executive Officer