SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 2007 OR
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ______________________
Commission File No. 000-52947
United Financial Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 74-3242562
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
95 Elm Street, West Springfield, Massachusetts 01089
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(Address of Principal Executive Offices) Zip Code
(413) 787-1700
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(Registrant's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share NASDAQ Global Select Market
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(Title of Class) Name of exchange on which
registered
Securities Registered Pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES |X| NO |_|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. |_|.
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definition of "accelerated filer", "large accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Smaller reporting company |_|
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. YES |_| NO |X|
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. YES |_| NO |X|
As of March 8, 2008, 17,763,747 shares of the Registrant's Common Stock
were outstanding.
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the Registrant, computed by reference to the last sale
price on June 29, 2007, as reported by the NASDAQ Global Select Market, was
approximately $100.2 million.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the definitive Proxy Statement to be used in connection with the
Annual Meeting of Stockholders expected to be held on June 10, 2008, and which
is expected to be filed with the Securities and Exchange Commission no later
than April 29, 2008, are incorporated by reference into Part III hereof.
EXPLANATORY NOTE
United Financial Bancorp, Inc. (the "Company") is filing this Amendment No.
1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December
31, 2007 to amend Item 14 of Part III of the Form 10-K. Item 14 had referred to
"Item 2 - Ratification of Appointment of Independent Registered Public
Accounting Firm" of the Company's Proxy Statement for the 2008 Annual Meeting of
Stockholders. The Company has removed Item 2 from the Proxy Statement as a
proposal to be considered and voted upon by stockholders at the 2008 Annual
Meeting of Stockholders. The required disclosure related to the Company's
principal accountant fees and services is now presented under the heading
"Independent Registered Public Accountants" on pages 29 and 30 of the Proxy
Statement.
PART III
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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The information required by this item is incorporated by reference to the
text under the heading "Independent Registered Public Accountants" on pages 29
and 30 of the Company's Proxy Statement for the 2008 Annual Meeting of
Stockholders.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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.
UNITED FINANCIAL BANCORP, INC.
Date: April 29, 2008 By: /s/ Richard B. Collins
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Richard B. Collins
Chairman, President and Chief Executive Officer
(Duly Authorized Representative)
2
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard B. Collins, certify that:
1. I have reviewed this Amendment no. 1 to Annual Report on Form 10-K of
United Financial Bancorp, Inc., a Federal corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting , or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for internal purposes in accordance with generally accepted
accounting principals;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: April 29, 2008 /s/ Richard B. Collins
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Richard B. Collins
Chairman, President and Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark A. Roberts, certify that:
1. I have reviewed this Amendment no. 1 to Annual Report on Form 10-K of
United Financial Bancorp, Inc., a Federal corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15(d)-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting , or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for internal purposes in accordance with generally accepted
accounting principals;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: April 29, 2008 /s/ Mark A. Roberts
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Mark A. Roberts
Executive Vice President and Chief Financial Officer
Exhibit 32
Statement of Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Richard B. Collins, Chief Executive Officer and President of United
Financial Bancorp, Inc., a Federal corporation (the "Company") and Mark A.
Roberts, Executive Vice President and Chief Financial Officer of the Company,
each certify in his capacity as an officer of the Company that he has reviewed
the Amendment no. 1 to annual report on Form 10-K for the year ended December
31, 2007 (the "Report") and that to the best of his knowledge:
1. the Report fully complies with the requirements of Sections 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company as of the dates and for the periods covered by the
Report.
Date: April 29, 2008 /s/ Richard B. Collins
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Richard B. Collins
Chairman, President and Chief Executive Officer
Date: April 29, 2008 /s/ Mark A. Roberts
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Mark A. Roberts
Executive Vice President and Chief Financial Officer
This statement is authorized to be attached or an exhibit to the Report so that
this statement will accompany the Report at such time on the Report is filed
with the Securities and Exchange Commission pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. It is not intended that this statement be deemed to
be filed for purpose of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.