UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 15, 2007
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 May 15, 2007, Assabet Valley Bancorp ("Assabet") waived compliance by
Westborough Bancorp, MHC ("Westborough MHC") with the Voting Agreement dated as
of November 13, 2006 among Westborough MHC, Westborough Financial Services,
Inc. (the "Company") and Assabet.
The Voting Agreement had been entered into in connection with the
execution of an Agreement and Plan of Merger dated as of November 13, 2006
among Assabet, its subsidiaries Hudson Savings Bank and HudWest Financial
Services, Inc., Westborough MHC and the Company and its subsidiary, The
Westborough Bank (the "Merger Agreement"). The Voting Agreement had required,
among other things, that Westborough MHC vote its shares of the Company in
favor of the Merger Agreement. The waiver enables Westborough MHC to vote its
shares of the Company as determined by Westborough MHC's Board of Trustees.
As a condition to granting the waiver, Assabet required that the Merger
Agreement be amended. The Merger Agreement was amended on May 15, 2007 in order
to clarify the circumstances under which the breakup fee contained therein
would be payable to Assabet and to extend, from June 30, 2007 to August 15,
2007, the date after which the Merger Agreement could be terminated if the
merger contemplated thereby had not been consummated.
A copy of Amendment No. 1 to the Merger Agreement is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed with this report:
Exhibit No. Description
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99.1 Amendment No. 1 to Merger Agreement dated May 15, 2007.
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/ Joseph F. MacDonough
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Name: Joseph F. MacDonough
Title: President and Chief Executive Officer
Date: May 16, 2007