Current Report Filing (8-k)
May 31 2018 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 30, 2018
BERKSHIRE
HILLS BANCORP, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-15781
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04-3510455
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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60 State Street, Boston, Massachusetts
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01209
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(800)
773-5601, ext. 133773
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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
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On May 17, 2018, at the Annual Meeting of
Shareholders of Berkshire Hills Bancorp, Inc. (the “Company”), upon the recommendation of the Board of Directors, the
shareholders voted on and approved an amendment to the Company's Certificate of Incorporation to increase the Company’s authorized
common and preferred stock (the “Amendment”).
The Amendment was filed with the Secretary
of State of the State of Delaware on May 30, 2018 and was effective as of such date. A copy of the Certificate of Amendment is
attached as Exhibit 3.1 hereto and is incorporated by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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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.
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BERKSHIRE HILLS BANCORP, INC.
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Date: May 31, 2018
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By:
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/s/ Wm. Gordon Prescott
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Wm. Gordon Prescott
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Senior Vice President and General Counsel
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