UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): November 13, 2006
WESTBOROUGH FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-27997 04-3504121
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
100 E. MAIN STREET, WESTBOROUGH, MA 01581
(Address of principal executive offices) (Zip Code)
(508) 366-4111
(508) 616-9206
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] 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 November 13, 2006, The Westborough Bank, Westborough Financial
Services, Inc. ("Westborough Financial") and Westborough Bancorp, MHC and Hudson
Savings Bank, HudWest Financial Services, Inc., and Assabet Valley Bancorp
entered into an Agreement and Plan of Merger (the "Agreement"). The Agreement
provides, among other things, that as a result of the merger each outstanding
share of Westborough Financial common stock, other than shares owned by
Westborough Bancorp, MHC, will be converted into the right to receive $35.00 in
cash.
Consummation of the merger is subject to a number of customary
conditions, including, but not limited to (i) the approval of the Agreement by
the shareholders of Westborough Financial, (ii) the approval of the Agreement by
the corporators of Westborough Bancorp, MHC and Assabet Valley Bancorp and (iii)
the receipt of requisite regulatory approvals. The mutual holding company
structure of Westborough Bancorp, MHC will be eliminated and The Westborough
Bank will ultimately merge with and into Hudson Savings Bank.
For additional information, reference is made to the press release
dated November 14, 2006, which is included as Exhibit 99.1 and is incorporated
herein by reference, and the other exhibit filed herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are included with this Current Report on Form
8-K:
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and between Assabet Valley
Bancorp, HudWest Financial Services, Inc. and Hudson
Savings Bank and Westborough Bancorp, MHC, Westborough
Financial, Inc. and The Westborough Bank, dated as of
November 13, 2006.
99.1 Press Release dated November 14, 2006
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: November 17, 2006
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger between Assabet Valley Bancorp,
HudWest Financial Services, Inc. and Hudson Savings Bank and
Westborough Bancorp, MHC, Westborough Financial Services, Inc. and
The Westborough Bank, dated as of November 13, 2006
99.1 Press Release dated November 14, 2006