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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): December 29, 2005
WESTBOROUGH FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 000-27997 04-3504121
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 E. Main Street, Westborough, MA 01581
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 366-4111
Not Applicable
(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 1.01 Entry into a Material Definitive Agreement.
On December 29, 2005, The Westborough Bank, the wholly-owned
subsidiary of Westborough Financial Services, Inc., entered into amended
and restated Supplemental Executive Retirement Agreements with Joseph F.
MacDonough, President and Chief Executive Officer, John L. Casagrande,
Senior Vice President and Treasurer, and one other executive officer in
order to comply with section 409A of the Internal Revenue Code of 1986 and
regulations or other guidance of the Internal Revenue Service published
thereunder (collectively, "Section 409A") and in order to revise the
benefit formulations as well as payment elections thereunder. Section 409A
requires certain IRS restrictions on payment timing to participants under
these plans and the circumstances under which elections to receive
distributions of deferred compensation may be made.
Under the agreements, Messrs. MacDonough, Casagrande and the other
executive officer are entitled to an annual retirement benefit equal to
37%, 35% and 20%, respectively, of the executive's final average
compensation for life with fifteen years certain (payable either in the
annuity form or a lump sum as elected by each executive). Under the
agreements, each executive's final average compensation is the average
annual compensation for the final three calendar years of the executive's
service to The Westborough Bank. These agreements provide for full payments
at age 65 with a discount applied for retirement prior to age 65. These
agreements provide for payments upon the death or disability of the
executive that are equal in amount to the payments that would have been
payable to the executive upon retirement at age 65. The agreements also
provide benefits to be paid upon the termination of employment following a
change of control of The Westborough Bank and Westborough Financial
Services, Inc. as if the executive had attained age 65 with a five percent
imputed increase in compensation each year until age 65 would have been
attained.
A form of these plans as amended and restated to conform to the
requirements of Section 409A is attached hereto as Exhibit 10.7.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
Exhibit No. Description
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10.7 Form of Supplemental Executive Retirement Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WESTBOROUGH FINANCIAL SERVICES, INC.
By: /s/ John L. Casagrande
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Name: John L. Casagrande
Title: Senior Vice President
and Treasurer
Date: January 4, 2006