UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2008
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BERKSHIRE HILLS BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-51584 04-3510455
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
24 North Street, Pittsfield, Massachusetts 01201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (413) 443-5601
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Not Applicable
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(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)
[ ] 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))
EXPLANATORY NOTE
Berkshire Hills Bancorp, Inc. hereby amends Item 1.01 of its Current Report
on Form 8-K dated December 15, 2008, and filed on December 16, 2008 (the
"Original Form 8-K"), to provide that David E. Phelps, not John B. Davies, was
appointed to the Chairmanship of the Audit Committee of the Board of Directors.
No other changes have been made to the Original Form 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2008, Berkshire Hills Bancorp, Inc. (the "Company"), the
holding company of Berkshire Bank, entered into a six month consulting agreement
(the "Agreement"), with David B. Farrell, a member of the Board of Directors of
the Company (the "Board"). Under the Agreement, Mr. Farrell will provide certain
consulting services relating to the wealth management and insurance operations
of the Company and its subsidiaries.
Under the Agreement, Mr. Farrell will receive a monthly fee of $20,835, and
will be eligible to receive a bonus based on successful performance of his
consulting duties. The Agreement also provides for a performance review after 90
days. A copy of the Agreement is attached as Exhibit 10.1 hereto, and is
incorporated herein by reference.
In connection with the execution of the Agreement, Mr. Farrell has resigned
as both a member and the Chairperson of the Audit Committee of the Board. Mr.
Farrell will continue to serve as a director and has been appointed to the Risk
Management Committee of the Board. The Board has appointed director Susan B.
Hill to serve as a member of the Audit Committee, and director David E. Phelps,
a current member of the Audit Committee, has been appointed to serve as the
Chairperson of the Audit Committee. Ms. Hill has been designated as the Audit
Committee financial expert.
Mr. Farrell will assist the Company with brand integration and expansion
strategies for its growing insurance and wealth management business lines. These
lines contributed 20% of total revenues for the first nine months of 2008. Mr.
Farrell was President and Chief Executive Officer of Bob's Stores until his
retirement in February, 2008. Bob's Stores is an apparel retailer targeting
moderate to upper-middle income shoppers through approximately 35 locations in
the Northeastern United States.
Mr. Farrell has been a director of the Company since 2005.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
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10.1 Consulting Agreement between Berkshire Hills Bancorp, Inc.
and David B. Farrell, dated December 15, 2008. (Incorporated
by reference to Exhibit 10.1 to the Registrants Form 8-K
filed with the SEC on December 17, 2008)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Berkshire Hills Bancorp, Inc.
DATE: December 17, 2008 By: /s/ Kevin P. Riley
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Kevin P. Riley,
Executive Vice President and Chief
Financial Officer