Rockville Financial Inc., the parent company of Rockville Bank, has approved the plan of conversion and reorganization in which Rockville Financial MHC Inc. will convert to the stock holding company form of organization and Rockville Financial New Inc., the newly formed proposed holding company for Rockville Bank, will complete the sale of shares of its common stock.

Rockville Financial also expects to complete the sale of more than 17.1 million shares of common stock at $10 per share, according to a statement. All orders for shares of common stock were filled in the first two categories of the subscription offering, with approximately 16.8 million shares to be issued to depositors of Rockville Bank as of June 30, 2009, and approximately 279,048 shares to be issued to Rockville Bank’s employee stock ownership plan.

Rockville Bank’s employee stock ownership plan intends to purchase approximately 405,347 additional shares of common stock in the aftermarket to achieve a level of purchases equal to 4 percent of the shares sold in the offering.

Outstanding shares of Rockville Financial common stock owned by the public will be converted into the right to receive 1.5167 shares of the company’s common stock, according to a statement. Cash in lieu of fractional shares will be paid at a rate of $10 per share. As a result of the offering and the exchange of shares, Rockville Financial will have approximately 29.5 million shares outstanding after giving effect to the transaction.