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
31, 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
2.01 Completion of Acquisition or Disposition of Assets
Community
Bancorp. (the “Company”), parent company of Community National Bank, Derby,
Vermont (“Community National”) completed its acquisition of LyndonBank, a
Vermont-chartered bank headquartered in Lyndonville, Vermont, as of the close
of
business on December 31, 2007. In accordance with the terms of an
Agreement and Plan of Merger by and among the Company, Community National and
LyndonBank dated as of August 1, 2007 (the “Merger Agreement”), LyndonBank was
merged with and into Community National, with Community National as the
surviving bank. As of September 30, 2007, LyndonBank reported total
assets of approximately $156.6 million, while the Company reported total
consolidated assets of approximately $350.8 million as of such date.
In
connection with the merger, LyndonBank shareholders are entitled to receive
$25.25 in cash for each of LyndonBank’s approximately 1,058,132 shares of common
stock outstanding immediately prior to completion of the merger, resulting
in
total merger consideration of approximately $26.7 million in cash. No
debt or equity securities of the Company or Community National were issued
to
LyndonBank shareholders in connection with the merger.
The
Company financed the acquisition of LyndonBank in part through the issuance
on
October 31, 2007 of $12.5 million in trust preferred securities and the issuance
on December 27, 2007 of $2.5 million in Series A Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock in a private
placement. Additional information regarding the issuance of trust
preferred securities is contained in the Company’s Current Report on Form 8-K,
as amended on Form 8-K/A, filed with the Commission on November 2,
2007. Additional information regarding the issuance of the Series A
Non-Cumulative Preferred Stock is contained in the Company’s Current Report on
Form 8-K, filed with the Commission on December 31, 2007.
Immediately
following completion of the merger, Community National sold to the National
Bank
of Middlebury, Middlebury, Vermont (“Middlebury”) the Vergennes, Vermont branch
of LyndonBank. Under the terms of a Purchase and Assumption Agreement
between Middlebury and Community National dated as of December 4, 2007,
Middlebury assumed all of the deposits booked at the branch and purchased
certain branch loans and fixed assets, including the real estate. As
of December 28, 2007, there were approximately $8.9 million in deposits booked
at the Vergennes branch. Additional information regarding the branch
sale is contained in the Company’s Current Report on Form 8-K, filed with the
Commission on December 10, 2007.
Additional
information about the merger and about the appointment of Charles W. Bucknam
to
the Boards of Directors of the Company and Community National (described in
Item
5.02 of this Report, below) is contained in the Company’s Press Release dated
January 2, 2008, filed as Exhibit 99.1 to this Report.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In
connection with the merger, Charles W. Bucknam, Jr. has been appointed to the
Boards of Directors of the Company and Community National. He fills a
vacancy created by the death last September of director Michael H. Dunn,
bringing the total number of directors on each of the Company’s and Bank’s
boards back up to 12.
Mr.
Bucknam, age 64, served as the President and Chief Executive Officer of
LyndonBank prior to the merger, having first been appointed to the position
in
November, 1993. Mr. Bucknam also served on the LyndonBank Board of
Directors. In his capacity as President and CEO of LyndonBank, Mr.
Bucknam was a party to a Change in Control Agreement with LyndonBank, pursuant
to which he is entitled to receive a cash payment of $491,959.00 in connection
with consummation of the merger.
Item
9.01 Financial Statements and Exhibits
(a) Financial
Statements of Businesses Acquired
The
financial
statements required by this item will be filed by amendment to this Report
no
later than 71 days after the date on which this Report is required to be
filed.
(b)
Pro Forma
Financial Information
The
pro forma
financial information required by this item will be filed by amendment to this
Report no later than 71 days after the date on which this Report is required
to
be filed.
(d) Exhibits
The
following
exhibits are filed as part of this Report:
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2.1
Agreement and Plan of Merger by and among Community Bancorp., Community
National Bank and LyndonBank, dated as of August 1, 2007 (incorporated
by
reference
from
Community Bancorp.’s current report on Form 8-K filed with the Commission
on August 2, 2007)
99.1 Press Release dated January
2,
2008
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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:
January 2, 2008
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/s/
Stephen P.
Marsh
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Stephen
P. Marsh,
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President
& Chief Executive Officer
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