UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
December
27, 2007
(Date
of
Report - Date of earliest event reported on)
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Vermont
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000-16435
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03-0284070
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Derby
Road, Derby, Vermont
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05829
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number: (802) 334-7915
Not
Applicable
(Former
name, 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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR
203.425)
[ ]
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
3.02 Unregistered Sales of Equity Securities
On December
27, 2007, Community Bancorp. (the “Company”) completed the sale of 25 shares of
its Series A Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock
for
a gross purchase price of $2.5 million.
The
shares were issued in a private transaction with three institutional investors
in reliance on an exemption from registration under Section 4(2) of the federal
Securities Act and/or Commission Regulation D.
The
Series A Preferred Stock is expected to qualify as Tier 1 capital for regulatory
capital purposes. The sale proceeds, together with the proceeds of a
$12.5 million issuance of trust preferred securities, are being used to fund
a
portion of the $26.7 million merger consideration being paid in cash to the
shareholders of LyndonBank, Lyndonville, Vermont in connection with the merger
of LyndonBank with and into Community National Bank, the Company’s wholly-owned
subsidiary. That merger takes effect as of the close of business on
December 31, 2007.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
December 27, 2007, Articles of Amendment to the Company's Amended and Restated
Articles of Association were filed with the Vermont Secretary of State to
create
the Series A Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred
Stock. The Amendment became effective on filing and was adopted by
resolution of the Board of Directors, without shareholder vote, in accordance
with applicable Vermont law and with the authority granted to the Board in
Article 5.B of the Company’s Amended and Restated Articles of
Association.
The
Series A Preferred Stock includes the following features:
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·
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Dividends
are payable quarterly at a fixed rate of 7.5% per annum for the
first five
years following issuance. Thereafter, the dividend rate will be
adjusted quarterly to the Wall Street Journal prime rate in effect
on the
first business day of each quarterly dividend
period.
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·
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Dividends
are non-cumulative.
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·
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The
shares will receive a preference as to payment of dividends and
distributions upon liquidation over the Company’s common
stock. Should the Company issue additional series of preferred
stock in the future, the Series A Preferred Stock will rank in
parity with
those other shares as to dividends and distributions upon
liquidation.
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·
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The
shares have no maturity date.
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·
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Subject
to approval by the Board of Governors of the Federal Reserve System
or its
delegate, the Federal Reserve Bank of Boston, the Series A Preferred
Stock
is redeemable, in whole or in part, at the option of the
Company. Any such redemption must be pro
rata.
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·
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The
shares have a liquidation preference of $100,000 per
share.
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·
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The
shares are non-voting, except with respect to matters that could
have a
material adverse effect on the
shares.
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The
shares do not have any preemptive rights, nor are they convertible
or
exchangeable into any other class of equity or debt securities
of the
Company.
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·
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The
shares are not listed on any exchange or traded in any public trading
market, nor have they been rated by any rating
agency.
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The
above
description of the Series A Preferred Stock is qualified in its entirety
by
reference to the complete text of the Certificate of Creation, Designation,
Powers, Preferences, Rights, Privileges, Qualifications, Limitations,
Restrictions, Terms and Conditions of the Series A Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, filed as Exhibit 3(i) to this
Report.
Item
9.01. Financial Statements, Proforma Financial Information and
Exhibits.
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(d)
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Exhibits.
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The
following exhibit, referred to in Item 5.03 of this report, is
filed,
herewith:
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Exhibit
3(i) – Certificate of Creation, Designation, Powers, Preferences, Rights,
Privileges, Qualifications, Limitations, Restrictions, Terms and
Conditions of the Series A Fixed-to-Floating Non-Cumulative Perpetual
Preferred Stock.
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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.
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COMMUNITY
BANCORP.
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DATED:
December 27, 2007
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/s/
Stephen P.
Marsh
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Stephen
P. Marsh,
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President
& Chief Operating Officer
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(Chief
Financial Officer)
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