8-K

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): October 26, 2012

BERKSHIRE HILLS BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-51584	04-3510455
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

24 North Street, Pittsfield, Massachusetts	01201
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:                                                                                     (413) 443-5601

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):

[  ]	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 2.01                      Completion of Acquisition or Disposition of Assets

On October 19, 2012, Berkshire Hills Bancorp, Inc. (the “Company”) completed its acquisition of Beacon Federal Bancorp, Inc. (“Beacon”). Pursuant to an Agreement and Plan of Merger dated May 31, 2012 (the “Merger Agreement”), Beacon merged into the Company and Beacon’s banking subsidiary, Beacon Federal, merged with and into the Company’s subsidiary, Berkshire Bank.

Pursuant to the Merger Agreement, Beacon shareholders were entitled to elect stock, cash, or a combination thereof in exchange for their Beacon share holdings, subject to proration and allocation procedures. No more than 50% of Beacon common stock would be exchanged for Company common stock and the remaining 50% would be exchanged for cash.  Beacon shares exchanged for Company common stock would receive 0.92 of a share of Company stock for each Beacon share exchanged.  Beacon shares exchanged for cash would receive $20.50 for each Beacon share exchanged.

The final results of the cash and stock election of Beacon shareholders are as follows:

·   Holders of approximately 82.3% of outstanding Beacon shares elected to receive Company common stock in exchange for their shares;  

·   Holders of approximately 11.1% of outstanding Beacon shares elected to receive cash consideration in exchange for their shares; and  

·   Holders of approximately 6.6% of outstanding Beacon shares made no election and will receive $20.50 in cash for each Beacon share tendered.

Because the stock consideration was oversubscribed, a proration adjustment of approximately .60766 was made and holders of Beacon common stock will receive approximately 0.5590 shares of Company common stock and approximately $8.04 in cash for each Beacon share for which they made a valid stock election. Beacon shareholders who elected to receive cash consideration will receive $20.50 for each Beacon share for which they made a valid cash election. Beacon shareholders who expressed no preference or who did not make a valid election will receive $20.50 in cash for each Beacon share tendered.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, as filed in a Current Report on Form 8-K with the Securities and Exchange Commission on June 1, 2012.

A copy of the press release announcing the cash/stock election results is filed herewith as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 26, 2012

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: October 26, 2012	By:	/s/ Kevin P. Riley
		Kevin P. Riley
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

[BERKSHIRE HILLS BANCORP, INC., LOGO]

Berkshire Hills Reports Final Merger Consideration For

Beacon Federal Bancorp Shareholders

Pittsfield, MA – October 26, 2012 – Berkshire Hills Bancorp, Inc. (Nasdaq: BHLB) today announces the cash/stock election results for its acquisition of Beacon Federal Bancorp on October 19, 2012.

Berkshire CEO Michael Daly stated, “We are pleased with the strong demand for our stock demonstrated in this election.  Nearly 90% of those who voted chose Berkshire stock for their consideration.  Our stock closed at $23.70 yesterday, which was up by 9% from the $21.82 closing price on the date of our merger agreement.  We are issuing approximately 2.7 million new Berkshire shares to former Beacon shareholders.  With this merger consideration, we now have nearly 25 million shares outstanding, with a current market capitalization near $600 million.  This increase is expected to improve the liquidity and visibility of our stock.  We welcome our new shareholders from Beacon, who will be eligible for the $0.18/share dividend that we just declared, and which has been increased by 6% beginning with the upcoming payment.  We will be celebrating this growth when we ring the opening bell of the New York Stock Exchange on November 29 subsequent to the transfer of our stock listing to that exchange in November.”

Under the terms of the merger agreement, 50% of the outstanding Beacon shares of common stock were exchanged for shares of Berkshire Hills Bancorp common stock, and 50% of the 5.87 million outstanding Beacon common shares were exchanged for cash. Under the agreement, Beacon shares converted to Berkshire stock were entitled to receive 0.92 Berkshire shares for each share converted.  Shares converted to cash were to receive $20.50 in cash for each share converted.

An election was held among Beacon shareholders as to the form of merger consideration. The holders of 4.831 million shares, or 82.3% of the outstanding Beacon shares, elected to receive Berkshire Hills Bancorp common stock. The holders of 655 thousand shares, or 11.1%, elected to receive cash; and the holders of 386 thousand shares, or 6.6%, did not submit elections or submitted an election expressing no preference. Based on final election results and applying the proration provisions set forth in the merger agreement, Beacon shareholders will receive the following merger consideration:

· Beacon  shareholders will receive approximately 0.5590 shares of Berkshire Hills Bancorp common stock and $8.04 in cash for each Beacon share for which they made a valid stock election;

BHLB – Berkshire Hills Bancorp                                                                 Page  1www.berkshirebank.com

· Beacon shareholders will receive $20.50 per share for each Beacon share for which they made a valid cash election; and

· Beacon shareholders who expressed no preference or who did not make a valid election will receive $20.50 in cash for each Beacon share tendered.

Berkshire’s agent will distribute on October 26, 2012 the cash consideration and a confirmation of the number of shares of Berkshire Hills common stock owned by former shareholders of record of Beacon to such shareholders.  Under the merger agreement, fractional shares of Berkshire Hills common stock will not be issued. Instead, Beacon shareholders will receive cash in lieu of fractional shares based on the $23.22 average closing price of Berkshire Hills common stock for the five consecutive trading days ended October 18, 2012.  Questions about the distribution of merger consideration should be addressed to Berkshire’s agent, Registrar and Transfer Company, at 800-368-5948.

BACKGROUND

Berkshire Hills Bancorp is the parent of Berkshire Bank – America’s Most Exciting BankSM. Including the acquisition of Beacon Federal Bancorp, the Company has approximately $5.5 billion in assets and 73 full service branch offices in Massachusetts, New York, Connecticut, and Vermont providing personal and business banking, insurance, and wealth management services.  Berkshire Bank provides 100% deposit insurance protection for all deposit accounts, regardless of amount, based on a combination of FDIC insurance and the Depositors Insurance Fund (DIF).

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CONTACT

David Gonci

Investor Relations Officer

413-281-1973

BHLB – Berkshire Hills Bancorp                                                                 Page  2 www.berkshirebank.com