UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K/A
[ X ] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2006
OR
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from
to
Commission
File No. 000-16435
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Vermont
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03-0284070
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(State
of Incorporation)
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(IRS
Employer Identification Number)
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Address
of Principal Executive Offices: 4811 US Route 5, Derby,
Vermont 05829
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Registrant's
telephone number, including area code: (802) 334-7915
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Name
of each exchange on which registered
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NONE
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NONE
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Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock - $2.50 par value per share
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)
Indicated
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 registrant's 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. ( )
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer ( )
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Accelerated
filer ( )
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Non-accelerated
filer (X)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
( ) NO(X)
As of
June 30, 2006, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $47,068,007, based on a per share trade
price of $13.00, as reported on the OTC Bulleting Board® on June 28, 2006 (the
date of the last reported sale prior to July 1, 2006). For purposes of the
calculation, all directors and executive officers were deemed to be affiliates
of the registrant. However, such assumption is not intended as an admission of
affiliate status as to any such individual.
There
were 4,145,436 shares outstanding of the issuer's class of common stock as of
the close of business on March 16, 2007.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Annual Report to Shareholders for the year ended December 31, 2006 are
incorporated by reference to Part II.
Portions
of the Proxy Statement for the Annual Meeting of Shareholders to be held May 15,
2007
are
incorporated by reference to Part III.
EXPLANATORY
NOTE: The sole purpose of this amendment is to correct the SEC
file number of a Securities Act registration statement referred to in the
accountant’s consent filed as Exhibit 23 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2006, filed with the Commission on March
22, 2007.
PART IV.
(a) Financial
Statements
The
Company's audited consolidated financial statements and notes thereto and the
report of Berry, Dunn, McNeil & Parker thereon, are incorporated by
reference to the Annual Report to Shareholders for fiscal year 2006, filed as
Exhibit 13 to this report.
(b) Exhibits
The
following exhibits are incorporated by reference:
Exhibit
3(i) - Amended and Restated Articles of Association filed as Exhibit 3(i) of the
Company's Form 10-Q report
filed
with the Commission on November 9, 2004.
Exhibit
3(ii) - Amended and Restated By-laws of Community Bancorp. as amended through
April 4, 2006 filed as Exhibit 3(ii) in the Company’s Form 10-K/A filed on April
13, 2006.
Exhibit
10(i)* - Directors Deferred Compensation Plan is incorporated by reference to
exhibit 10(i) of the Form 10-K filed with the Commission on March 31, 2000, and
supplemented by the disclosure contained in the Company's Current Report on Form
8-K filed with the Commission on December 19, 2005.
Exhibit
10(ii)* - Supplemental Retirement Plan is incorporated by reference to exhibit
10(ii) of the Form 10-K
filed
with the Commission on March 29, 2002.
Exhibit
10(iii) - Description of the Officer Incentive Plan* is incorporated by
reference to the section of the Company's Proxy Statement for the Annual Meeting
of Shareholders to be held on May 15, 2007, under the
caption
"EXECUTIVE COMPENSATION - Officer Incentive Plan".
Exhibit
10(iv)* - Description of the Directors Retirement Plan filed as exhibit 10(iv)
of the Company's Form 10-K filed with the Commission on March 30, 2005; plan
terminated in 2005 with respect to future accruals, as disclosed in the
Company's Current Report on Form 8-K filed with the Commission on December 19,
2005.
Exhibit
14 - Code of Ethics for Senior Financial Officers and the Principal Executive
Officer is incorporated by reference to Exhibit 14 of the Form 10-K filed with
the Commission on March 30, 2004.
The
following exhibits are filed as part of this report:
Exhibit
13** - Portions of the Annual Report to Shareholders of Community Bancorp. for
2006,
specifically
incorporated by reference into this report.
Exhibit
21** - Subsidiaries of Community Bancorp.
Exhibit
23 - Consent of Berry, Dunn, McNeil & Parker [Corrected, filed with this report on
Form 10-K/A; replaces previously filed exhibit]
Exhibit
31.1** - Certification from the Chief Executive Officer of the Company pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit
31.1.1 – Certification from the Chief Executive Officer of the Company pursuant
to section 302 of the Sarbanes-Oxley Act of 2002 [updated, filed with this report on
Form 10-K/A]
Exhibit
31.2** - Certification from the Chief Financial Officer of the Company pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
Exhibit
31.2.1 – Certification from the Chief Financial Officer of the Company pursuant
to section 302 of the Sarbanes-Oxley Act of 2002 [updated, filed with this report on
Form 10-K/A]
Exhibit
32.1** - Certification from the Chief Executive Officer of the Company pursuant
to section 906 of the Sarbanes-Oxley Act of 2002
Exhibit
32.2** - Certification from the Chief Financial Officer of the Company pursuant
to section 906 of the Sarbanes-Oxley Act of 2002
* Denotes
compensatory plan or arrangement.
**
Previously filed.
SIGNATURES
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.
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COMMUNITY
BANCORP.
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BY: /s/ Stephen P.
Marsh
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Date: March
21, 2008
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Stephen
P. Marsh, President
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and
Chief Executive Officer
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