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): June 4, 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 8.01 Other Events.
On November 13, 2006, Assabet Valley Bancorp, HudWest Financial Services, Inc.,
Hudson Savings Bank (collectively, the "Assabet entities"), Westborough
Bancorp, MHC ("Westborough MHC"), Westborough Financial Services, Inc. (the
"Company") and The Westborough Bank ("Westborough Bank") entered into an
Agreement and Plan of Merger (the "Merger Agreement").
On June 4, 2007, a purported class action (Philippe E. Gut and Gwen Pratt Gut
v. Joseph F. MacDonough, et al.) was filed against the Company, its directors,
Westborough MHC, Westborough Bank and the Assabet entities in Worcester County,
Massachusetts, Superior Court.
Among other things, the complaint: (1) alleges breach of fiduciary duty and
self dealing by the Company's directors in connection with approval of the
Merger Agreement; (2) alleges aiding and abetting breach of fiduciary duty by
the Assabet entities; (3) asks for declaratory judgment that the Merger
Agreement is null, void and of no effect; (4) asks for declaratory judgment
that the Company's directors violated their fiduciary duties in connection with
approval of the Merger Agreement; (5) asks that the defendants be enjoined from
taking steps to accomplish or implement the merger under the terms set forth in
the Merger Agreement; and (6) asks for judgment that the action is a proper
class action and that the plaintiffs are proper class representatives.
The Company believes that the suit is without merit and intends to vigorously
defend the suit.
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: June 8, 2007