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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): August 14, 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 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").
The Merger Agreement was amended on August 15, 2007 to extend, from
August 15, 2007 to August 31, 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. 2 to the Merger Agreement is attached hereto as
Exhibit 99.1.
Item 8.01 Other Events.
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.
On August 14, 2007 the Massachusetts Superior Court issued an order
denying Plaintiffs' motion for preliminary injunction of the merger in its
entirety.
The Company continues to believe that the suit is without merit and
intends to vigorously defend the suit.
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. 2 to Merger Agreement dated August 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/ John L. Casagrande
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Name: John L. Casagrande
Title: Senior Vice President and Treasurer
Date: August 16, 2007