===========================================================================
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 23, 2006
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 January 23, 2006, the Board of Directors of Westborough Financial
Services, Inc. (the "Registrant") amended and restated the Officers'
Deferred Compensation Plan of Westborough Financial Services, Inc. and the
Benefit Restoration Plan of Westborough Financial Services, Inc. in order
to comply with section 409A of the Internal Revenue Code of 1986 and
regulations or other guidance of the Internal Revenue Service ("IRS")
published thereunder (collectively, "Section 409A"). Section 409A requires
certain IRS restrictions on payment timing to participants under these
plans and the circumstances under which elections to defer compensation or
receive distributions of deferred compensation may be made.
Officers' Deferred Compensation Plan. The Registrant maintains the
Officers' Deferred Compensation Plan of Westborough Financial Services,
Inc., a non-qualified plan, in order to offer eligible executives the
opportunity to defer the receipt of a portion of their income in a manner
that defers the taxation of such income. Under the Deferred Compensation
Plan, each eligible officer may elect to defer receipt of all or a portion
of his or her cash compensation received from the Registrant and The
Westborough Bank. The deferred amounts are allocated to a deferral account
and credited with market rate income or losses according to the investment
return of investment options that are made available by the Registrant's
Compensation Committee. The Deferred Compensation Plan is an unfunded,
non-qualified plan that provides for distribution of the amounts deferred
to participants or their designated beneficiaries upon the occurrence of
certain events such as death, retirement, termination of service,
disability or a change in control of the Registrant or The Westborough Bank
(as those terms are defined in the Deferred Compensation Plan as required
by Section 409A). A copy of this plan is attached hereto as Exhibit 10.6.
Benefit Restoration Plan. The Registrant has also established the
Benefit Restoration Plan of Westborough Financial Services, Inc. in order
to provide restorative payments to executives who are prevented from
receiving the full benefits contemplated by the Registrant's Employee Stock
Ownership Plan benefit formula as well as its 401(k) Plan benefit formula.
The restorative payments consist of payments in lieu of shares that cannot
be allocated to participants under the Employee Stock Ownership Plan due to
the legal limitations imposed on tax-qualified plans. The restorative
payments also consist of amounts unable to be provided under the 401(k)
Plan due to certain legal limitations imposed on tax-qualified plans. A
copy of this plan is attached hereto as Exhibit 10.8.
Item 2.02 Results of Operations and Financial Condition.
On January 26, 2006, the Registrant issued a press release disclosing
certain information concerning its first quarter 2006 results of operations
and financial condition. A copy of the press release is attached as
Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure.
On January 26, 2006, the Registrant held its Annual Meeting of
Shareholders at which management made a presentation to shareholders. A
copy of management's presentation is attached as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
Exhibit No. Description
10.6 Amended and Restated Officers' Deferred Compensation
Plan of Westborough Financial Services, Inc.
10.8 Amended and Restated Benefit Restoration Plan of
Westborough Financial Services, Inc.
99.1 Press Release of Westborough Financial Services, Inc.
dated January 26, 2006.
99.2 Management's presentation at 2006 Annual Meeting of
Shareholders of Westborough Financial Services, Inc.
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
----------------------------
Name: John L. Casagrande
Title: Senior Vice President and
Treasurer
Date: January 26, 2006