1 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): January 28, 2004 ---------------- BERKSHIRE HILLS BANCORP, INC. ----------------------------- (Exact name of registrant as specified in its charter) Delaware 1-15781 04-3510455 -------- --------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 24 North Street, Pittsfield, Massachusetts 01201 ------------------------------------------------ (Address of principal executive offices) (413) 443-5601 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) 2 ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS --------------------------------------- Exhibit 99.1 Press Release Dated January 28, 2004 ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION -------------------------------------------- On January 28, 2004, Berkshire Hills Bancorp, Inc. announced: (1) its financial results for the quarter and year ended December 31, 2003; (2) earnings guidance for the 2004 fiscal year; (3) the declaration of a quarterly dividend of $0.12 per share; and (4) that its 2004 annual meeting of stockholders would be held on May 6, 2004. The press release containing these announcements is filed as Exhibit 99.1 and incorporated herein by reference. 3 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. Dated: January 28, 2004 By:/s/ Wayne F. Patenaude ------------------------------------- Wayne F. Patenaude Senior Vice President and Chief Financial Officer