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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): December 19, 2008</B>



<P style="font-size: 24pt" align="center"><B>BERKSHIRE HILLS BANCORP,
INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-51584</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>04-3510455</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>24 North Street, Pittsfield,
Massachusetts<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>01201</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(413) 443-5601</B>
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cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>



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</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
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<P style="font-size: 10pt" align="left"><B>Item&nbsp;1.01. </B><U><B>Entry into
a Material Definitive Agreement</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">On December&nbsp;19,
2008, Berkshire Hills Bancorp, Inc. (the &#8220;Company&#8221;), the holding
company of Berkshire Bank, entered a Letter Agreement (the &#8220;Purchase
Agreement&#8221;), with the United States Department of the Treasury
(&#8220;Treasury Department&#8221;) pursuant to which the Company has issued
and sold to Treasury: (i)&nbsp;40,000 shares of the Company&#8217;s Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;A, par value $0.01 per share
(the &#8220;Series&nbsp;A Preferred Stock&#8221;), having a liquidation amount
per share equal to $1,000, for a total price of $40,000,000; and (ii)&nbsp;a
warrant (the &#8220;Warrant&#8221;) to purchase 226,330 shares of the
Company&#8217;s common stock, par value $0.01 per share (the &#8220;Common
Stock&#8221;), at an exercise price per share of $26.51. The Purchase Agreement
is attached as Exhibit&nbsp;10.1 hereto and is incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="left">The Series&nbsp;A
Preferred Stock pays cumulative dividends at a rate of 5%&nbsp;per annum for
the first five years and thereafter at a rate of 9%&nbsp;per annum. The Company
may not redeem the Series&nbsp;A Preferred Stock during the first three years
except with the proceeds from a &#8220;qualified equity offering&#8221; (as
defined in the Certificate of Designations filed as Exhibit&nbsp;4.1 hereto).
After three years, the Company may, at its option, redeem the Series&nbsp;A
Preferred Stock at the liquidation amount plus accrued and unpaid dividends.
The Series&nbsp;A Preferred Stock is generally non-voting. Prior to
December&nbsp;19, 2011, and unless the Company has redeemed all of the
Series&nbsp;A Preferred Stock or the Treasury Department has transferred all of
the Series&nbsp;A Preferred Stock to a third party, the approval of the
Treasury Department will be required for the Company to increase its common
stock dividend or repurchase its common stock or other equity or capital
securities, other than in certain circumstances specified in the Purchase
Agreement.

<P style="font-size: 10pt; text-indent: 4%" align="left">The Warrant has a ten
year term and is immediately exercisable. The Warrant provides for the
adjustment of the exercise price and the number of shares of the
Company&#8217;s common stock issuable upon exercise pursuant to customary
anti-dilution provisions, such as upon stock splits or distributions of
securities or other assets to holders of the Company&#8217;s common stock, and
upon certain issuances of the Company&#8217;s common stock at or below a
specified price relative to the then current market price of the
Company&#8217;s common stock. If, on or prior to December&nbsp;31, 2009, the
Company receives aggregate gross cash proceeds of not less than the purchase
price of the Series&nbsp;A Preferred Stock from one or more &#8220;qualified
equity offerings,&#8221; the number of shares of common stock issuable pursuant
to the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments. Pursuant to the Purchase Agreement, the
Treasury Department has agreed not to exercise voting power with respect to any
shares of common stock issued upon exercise of the Warrant. The Warrant is
attached as Exhibit&nbsp;4.2 hereto and is incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="left">Both the Series&nbsp;A
Preferred Stock and Warrant will be accounted for as components of Tier 1
capital.

<P style="font-size: 10pt; text-indent: 4%" align="left">The Series&nbsp;A
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section&nbsp;4(2) of the Securities Act of 1933, as
amended. The Company has agreed to register for resale the Series&nbsp;A
Preferred Stock, the Warrant and the shares of common stock underlying the
Warrant (the &#8220;Warrant Shares&#8221;), as soon as practicable after the
date of the issuance of the Series&nbsp;A Preferred Stock and the Warrant.
Neither the Series&nbsp;A Preferred Stock nor the Warrant will be subject to
any contractual restrictions on transfer, except that the Treasury Department
may only transfer or exercise an aggregate of one-half of the Warrant Shares
prior to the earlier of the date on which the Company receives aggregate gross
cash proceeds of not less than the purchase price of the Series&nbsp;A
Preferred Stock from one or more &#8220;qualified equity offerings&#8221; and
December&nbsp;31, 2009.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">&nbsp;

<P style="font-size: 10pt; text-indent: 4%" align="left">Pursuant to the
Purchase Agreement, the closing was subject to each of the Company&#8217;s
Senior Executive Officers, as defined in subsection 111(b)(3) of the Emergency
Economic Stabilization Act of 2008 (the &#8220;EESA&#8221;) and regulations
issued thereunder, delivering to Treasury a written waiver voluntarily,
effective December&nbsp;19, 2008, waiving any claim against Treasury or the
Company for any changes to such Senior Executive Officer&#8217;s compensation
or benefits that are required to comply with the regulation issued by Treasury
under the Troubled Assets Relief Program (&#8220;TARP&#8221;) Capital Purchase
Program as published in the Federal Register on October&nbsp;20, 2008 and
acknowledging that the regulation may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements and policies and
agreements (including so-called &#8220;golden parachute&#8221; agreements)
(collectively, &#8220;Benefit Plans&#8221;) as they relate to the period
Treasury holds any equity or debt securities of the Company acquired through
the TARP Capital Purchase Program.

<P style="font-size: 10pt; text-indent: 4%" align="left">The closing also was
subject to the Company effecting changes to its Benefit Plans with respect to
its Senior Executive Officers as may be necessary, during the period that
Treasury owns any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement, to comply with Section&nbsp;111(b)&nbsp;of the EESA as
implemented by any guidance or regulation under the EESA that has been issued
and is in effect as of the closing date.&nbsp; The Purchase Agreement required
the written consent of those Senior Executive Officers to the extent necessary
for the changes to be legally enforceable.&nbsp; The amendments effecting such
changes and related consent were effective December&nbsp;19, 2008.

<P style="font-size: 10pt; text-indent: 4%" align="left">In the Purchase
Agreement, the Company agreed that, until such time as Treasury ceases to own
any debt or equity securities of the Company acquired pursuant to the Purchase
Agreement, the Company will take all necessary action to ensure that
its&nbsp;Benefit Plans with respect to its Senior Executive Officers comply
with Section&nbsp;111(b)&nbsp;of the EESA as implemented by any guidance or
regulation under the EESA that has been issued and is in effect as of the
closing date, and has agreed to not adopt any Benefit Plans with respect to, or
which cover, its Senior Executive Officers that do not comply with the EESA.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;3.02.
</B><U><B>Unregistered sales of equity securities</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">The information set
forth under &#8220;Item&nbsp;1.01 Entry into a Material Definitive
Agreement&#8221; is incorporated herein by reference.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;3.03. </B><U><B>Material
modification to rights of securityholders.</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">Prior to
December&nbsp;19, 2011, unless the Company has redeemed the Series&nbsp;A
Preferred Stock or the Treasury Department has transferred the Series&nbsp;A
Preferred Stock to a third party, the consent of the Treasury Department will
be required for the Company to (1)&nbsp;declare or pay any dividend or make any
distribution on its common stock (other than regular quarterly cash dividends
of not more than $0.16 per share of common stock) or (2)&nbsp;redeem, purchase
or acquire any shares of its common stock or other equity or capital
securities, other than in connection with benefit plans consistent with past
practice and certain other circumstances specified in the Purchase Agreement.

<P style="font-size: 10pt; text-indent: 4%" align="left">In addition, under the
Certificate of Designations, the Company&#8217;s ability to declare or pay
dividends or repurchase its common stock or other equity or capital securities
will be subject to restrictions in the event that it fails to declare and pay
(or set aside for payment) full dividends on the Series&nbsp;A Preferred Stock.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;5.02.
</B><U><B>Departure of directors or certain officers; election of
directors; appointment of certain officers; compensatory arrangements
of certain officers.</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">The information
concerning executive compensation set forth under &#8220;Item&nbsp;1.01 Entry
into a Material Definitive Agreement&#8221; is incorporated by reference into
this Item&nbsp;5.02.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="left"><B>Item&nbsp;5.03. </B><U><B>Amendment
to articles of incorporation or bylaws; change in fiscal year</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">On December&nbsp;16,
2008, the Company filed with the Secretary of State of the State of Delaware a
Certificate of Designations to its Certificate of Incorporation establishing
the terms of the Series&nbsp;A Preferred Stock. This Certificate of
Designations is attached as Exhibit&nbsp;4.1 hereto and is incorporated herein
by reference.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;8.01. </B><U><B>Other
Events</B></U>

<P style="font-size: 10pt; text-indent: 4%" align="left">On December&nbsp;23,
2008, the Company issued a press release announcing completion of its Capital
Purchase Program transaction with the United States Department of the Treasury.
A copy of the press release is attached hereto as Exhibit&nbsp;99.1.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;9.01. </B><U><B>Financial
Statements and Exhibits</B></U>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(a)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Financial Statements of Businesses Acquired. Not applicable.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(b)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Pro Forma Financial Information. Not applicable.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(c)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Shell Company Transactions. Not applicable.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(d)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Exhibits.</TD>
 </TR>

</TABLE>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit&nbsp;No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Description</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Certificate of Designations for the
Series&nbsp;A Preferred Stock</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Warrant to Purchase Common Stock</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1</DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Letter Agreement, dated December&nbsp;19, 2008, between Berkshire Hills
Bancorp, Inc. and the United States Department of the Treasury, which includes
the Securities Purchase Agreement-Standard Terms attached thereto, with respect
to the issuance and sale of the Series&nbsp;A Preferred Stock and the
Warrant</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1</DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release dated December&nbsp;23, 2008</TD>
 </TR>

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
</DIV>

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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">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.

<P style="font-size: 10pt; margin-left: 46%" align="left"><B>Berkshire Hills
Bancorp, Inc.</B>

<P style="font-size: 10pt" align="left">DATE: December&nbsp;23, 2008

<P style="font-size: 10pt; margin-left: 46%; margin-top: -11pt" align="left">By: <U>/s/Kevin P.
Riley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kevin P. Riley,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive Vice President and<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer<BR>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
</DIV>

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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="4%">&nbsp;</TD>
  <TD width="88%">&nbsp;</TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">Exhibit&nbsp;No. </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Description</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD style="border-top: #000000 1px solid" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Certificate of Designations for the
Series&nbsp;A Preferred Stock</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">4.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Warrant to Purchase Common Stock</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1</DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Letter Agreement, dated December&nbsp;19, 2008, between Berkshire Hills
Bancorp, Inc. and the United States Department of the Treasury, which includes
the Securities Purchase Agreement-Standard Terms attached thereto, with respect
to the issuance and sale of the Series&nbsp;A Preferred Stock and the
Warrant</TD>
 </TR>
<Tr><td>&nbsp;</td></tr>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1</DIV></TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release dated December&nbsp;23, 2008</TD>
 </TR>

</TABLE>
</div>


<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">6
</DIV>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "BERKSHIRE HILLS BANCORP INC", "cik": "0001108134", "assigned-sic": "6036", "irs-number": "043510455", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51584", "film-number": "081266219"}, "business-address": {"street1": "24 NORTH ST.", "city": "PITTSFIELD", "state": "MA", "zip": "01201", "phone": "4134435601"}, "mail-address": {"street1": "24 NORTH ST", "city": "PITTSFIELD", "state": "MA", "zip": "01201"}}
Filed by Bowne Pure Compliance
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): December 19, 2008
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 Number)
(IRS 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.)
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Item 1.01.
Entry into
a Material Definitive Agreement
On December 19,
2008, Berkshire Hills Bancorp, Inc. (the "Company"), the holding
company of Berkshire Bank, entered a Letter Agreement (the "Purchase
Agreement"), with the United States Department of the Treasury
("Treasury Department") pursuant to which the Company has issued
and sold to Treasury: (i) 40,000 shares of the Company's Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share
(the "Series A Preferred Stock"), having a liquidation amount
per share equal to $1,000, for a total price of $40,000,000; and (ii) a
warrant (the "Warrant") to purchase 226,330 shares of the
Company's common stock, par value $0.01 per share (the "Common
Stock"), at an exercise price per share of $26.51. The Purchase Agreement
is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
The Series A
Preferred Stock pays cumulative dividends at a rate of 5% per annum for
the first five years and thereafter at a rate of 9% per annum. The Company
may not redeem the Series A Preferred Stock during the first three years
except with the proceeds from a "qualified equity offering" (as
defined in the Certificate of Designations filed as Exhibit 4.1 hereto).
After three years, the Company may, at its option, redeem the Series A
Preferred Stock at the liquidation amount plus accrued and unpaid dividends.
The Series A Preferred Stock is generally non-voting. Prior to
December 19, 2011, and unless the Company has redeemed all of the
Series A Preferred Stock or the Treasury Department has transferred all of
the Series A Preferred Stock to a third party, the approval of the
Treasury Department will be required for the Company to increase its common
stock dividend or repurchase its common stock or other equity or capital
securities, other than in certain circumstances specified in the Purchase
Agreement.
The Warrant has a ten
year term and is immediately exercisable. The Warrant provides for the
adjustment of the exercise price and the number of shares of the
Company's common stock issuable upon exercise pursuant to customary
anti-dilution provisions, such as upon stock splits or distributions of
securities or other assets to holders of the Company's common stock, and
upon certain issuances of the Company's common stock at or below a
specified price relative to the then current market price of the
Company's common stock. If, on or prior to December 31, 2009, the
Company receives aggregate gross cash proceeds of not less than the purchase
price of the Series A Preferred Stock from one or more "qualified
equity offerings," the number of shares of common stock issuable pursuant
to the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments. Pursuant to the Purchase Agreement, the
Treasury Department has agreed not to exercise voting power with respect to any
shares of common stock issued upon exercise of the Warrant. The Warrant is
attached as Exhibit 4.2 hereto and is incorporated herein by reference.
Both the Series A
Preferred Stock and Warrant will be accounted for as components of Tier 1
capital.
The Series A
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. The Company has agreed to register for resale the Series A
Preferred Stock, the Warrant and the shares of common stock underlying the
Warrant (the "Warrant Shares"), as soon as practicable after the
date of the issuance of the Series A Preferred Stock and the Warrant.
Neither the Series A Preferred Stock nor the Warrant will be subject to
any contractual restrictions on transfer, except that the Treasury Department
may only transfer or exercise an aggregate of one-half of the Warrant Shares
prior to the earlier of the date on which the Company receives aggregate gross
cash proceeds of not less than the purchase price of the Series A
Preferred Stock from one or more "qualified equity offerings" and
December 31, 2009.
Pursuant to the
Purchase Agreement, the closing was subject to each of the Company's
Senior Executive Officers, as defined in subsection 111(b)(3) of the Emergency
Economic Stabilization Act of 2008 (the "EESA") and regulations
issued thereunder, delivering to Treasury a written waiver voluntarily,
effective December 19, 2008, waiving any claim against Treasury or the
Company for any changes to such Senior Executive Officer's compensation
or benefits that are required to comply with the regulation issued by Treasury
under the Troubled Assets Relief Program ("TARP") Capital Purchase
Program as published in the Federal Register on October 20, 2008 and
acknowledging that the regulation may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements and policies and
agreements (including so-called "golden parachute" agreements)
(collectively, "Benefit Plans") as they relate to the period
Treasury holds any equity or debt securities of the Company acquired through
the TARP Capital Purchase Program.
The closing also was
subject to the Company effecting changes to its Benefit Plans with respect to
its Senior Executive Officers as may be necessary, during the period that
Treasury owns any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement, to comply with Section 111(b) of the EESA as
implemented by any guidance or regulation under the EESA that has been issued
and is in effect as of the closing date.  The Purchase Agreement required
the written consent of those Senior Executive Officers to the extent necessary
for the changes to be legally enforceable.  The amendments effecting such
changes and related consent were effective December 19, 2008.
In the Purchase
Agreement, the Company agreed that, until such time as Treasury ceases to own
any debt or equity securities of the Company acquired pursuant to the Purchase
Agreement, the Company will take all necessary action to ensure that
its Benefit Plans with respect to its Senior Executive Officers comply
with Section 111(b) of the EESA as implemented by any guidance or
regulation under the EESA that has been issued and is in effect as of the
closing date, and has agreed to not adopt any Benefit Plans with respect to, or
which cover, its Senior Executive Officers that do not comply with the EESA.
Item 3.02.
Unregistered sales of equity securities
The information set
forth under "Item 1.01 Entry into a Material Definitive
Agreement" is incorporated herein by reference.
Item 3.03.
Material
modification to rights of securityholders.
Prior to
December 19, 2011, unless the Company has redeemed the Series A
Preferred Stock or the Treasury Department has transferred the Series A
Preferred Stock to a third party, the consent of the Treasury Department will
be required for the Company to (1) declare or pay any dividend or make any
distribution on its common stock (other than regular quarterly cash dividends
of not more than $0.16 per share of common stock) or (2) redeem, purchase
or acquire any shares of its common stock or other equity or capital
securities, other than in connection with benefit plans consistent with past
practice and certain other circumstances specified in the Purchase Agreement.
In addition, under the
Certificate of Designations, the Company's ability to declare or pay
dividends or repurchase its common stock or other equity or capital securities
will be subject to restrictions in the event that it fails to declare and pay
(or set aside for payment) full dividends on the Series A Preferred Stock.
Item 5.02.
Departure of directors or certain officers; election of
directors; appointment of certain officers; compensatory arrangements
of certain officers.
The information
concerning executive compensation set forth under "Item 1.01 Entry
into a Material Definitive Agreement" is incorporated by reference into
this Item 5.02.
Item 5.03.
Amendment
to articles of incorporation or bylaws; change in fiscal year
On December 16,
2008, the Company filed with the Secretary of State of the State of Delaware a
Certificate of Designations to its Certificate of Incorporation establishing
the terms of the Series A Preferred Stock. This Certificate of
Designations is attached as Exhibit 4.1 hereto and is incorporated herein
by reference.
Item 8.01.
Other
Events
On December 23,
2008, the Company issued a press release announcing completion of its Capital
Purchase Program transaction with the United States Department of the Treasury.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01.
Financial
Statements and Exhibits
(a)
Financial Statements of Businesses Acquired. Not applicable.
(b)
Pro Forma Financial Information. Not applicable.
(c)
Shell Company Transactions. Not applicable.
(d)
Exhibits.
Exhibit No.
Description
4.1
Certificate of Designations for the
Series A Preferred Stock
4.2
Warrant to Purchase Common Stock
10.1
Letter Agreement, dated December 19, 2008, between Berkshire Hills
Bancorp, Inc. and the United States Department of the Treasury, which includes
the Securities Purchase Agreement-Standard Terms attached thereto, with respect
to the issuance and sale of the Series A Preferred Stock and the
Warrant
99.1
Press Release dated December 23, 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 23, 2008
By:
/s/Kevin P.
Riley
Kevin P. Riley,
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
Description
4.1
Certificate of Designations for the
Series A Preferred Stock
4.2
Warrant to Purchase Common Stock
10.1
Letter Agreement, dated December 19, 2008, between Berkshire Hills
Bancorp, Inc. and the United States Department of the Treasury, which includes
the Securities Purchase Agreement-Standard Terms attached thereto, with respect
to the issuance and sale of the Series A Preferred Stock and the
Warrant
99.1
Press Release dated December 23, 2008