SI Financial Group 10-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 2)
For the Fiscal Year Ended December 31, 2008
For the Transition Period from to
Commission File Number: 0-50801
SI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company Filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $41.2 million, which was computed by reference to the closing price of $8.30, at which the common equity was sold as of June 30, 2008. Solely for the purposes of this calculation, the shares held by SI Bancorp, MHC and the directors and officers of the registrant are deemed to be affiliates.
As of March 16, 2009, there were 11,800,445 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys Annual Report to Stockholders and the Proxy Statement for the 2009 Annual Meeting of Stockholders are incorporated by reference into Parts II and III of this Form 10-K.
This amendment No. 2 to the Form 10-K for the year ended December 31, 2008 is being filed to include the section captioned Common Stock Information at the end of Exhibit 13.0. That section was inadvertently omitted from the exhibit filed on March 27, 2009.
(1) Financial Statements
The following consolidated financial statements of the Company and its subsidiaries are filed as part of this report:
Such financial statements are incorporated by reference to the Companys consolidated financial statements and notes thereto included in the Companys Annual Report to Stockholders.
(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes thereto included in the Companys Annual Report to Stockholders.
The exhibits listed below are filed as part of this report or are incorporated by reference herein.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.