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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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(Address of Principal Executive Offices)
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(Zip Code)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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1.
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Increasing the Shareholder’s ability to sell blocks of the Company’s common stock without the Company’s prior written consent (from 1% to 2% of
the Company’s outstanding shares of common stock per month) (Section 3(a)(iii)); and
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2.
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Excepting from the selling restrictions in the Shareholder Agreement, any Permitted Transferee (as defined in the Shareholder Agreement) that
beneficially owns less than 3.5% of the Company’s outstanding shares of common stock; and
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3.
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Increasing the Shareholder’s ability to sell Company common stock in a firm commitment offering from 5% to 7.5% of the Company’s outstanding
shares of common stock (Section 3(a)(iii)); and
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4.
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Requiring the Company to file a shelf registration statement permitting sales of Company common stock by the Shareholder immediately following the
filing of the Company’s Annual Report on Form 10-K for the year ending December 31, 2019 (Section 3(g)).
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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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(d)
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Exhibits.
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Berkshire Hills Bancorp, Inc.
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DATE: January 3, 2020
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By:
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/s/ Richard M. Marotta |
Richard M. Marotta
President and Chief Executive Officer
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