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): October 29, 2014

 

Salisbury Bancorp, Inc.

(Exact name of registrant as specified in charter)

 

Connecticut   000-24751   06-1514263
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)
         
5 Bissell Street, Lakeville, Connecticut 06039
(Address of principal executive off ices) (zip code)
         
Registrant’s telephone number, including area code:   (860) 435-9801
         
N/A
(Former Name or 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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

 
 

Form 8-K, Current Report

Salisbury Bancorp, Inc.

 

Section 5. Corporate Governance and Management

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

 

On October 29, 2014, at a Special Meeting of Shareholders of Salisbury Bancorp, Inc. (the “Company”), shareholders approved an amendment to Article Third of the Company’s Certificate of Incorporation to increase the number of the Company’s authorized shares of common stock from 3,000,000 to 5,000,000 shares. Shareholders also approved an amendment to Article Fifth of the Company’s Certificate of Incorporation to eliminate the requirement regarding the minimum and maximum number of directors from the Certificate of Incorporation. A copy of the amended first paragraph of Article Third and a copy of amended Article Fifth is attached hereto as Exhibit 3.1.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The special meeting of the shareholders of the Company was held on October 29, 2014 (the “Special Meeting”). There were 1,713,281 shares of Common Stock eligible to be voted at the Special Meeting, and 1,239,658 shares were represented at the meeting by the holders thereof, which constituted a quorum. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting are as follows:

 

1. A proposal to approve the Agreement and Plan of Merger by and among Salisbury Bancorp, Inc. (“SAL”), Salisbury Bank and Trust Company and Riverside Bank, dated as of March 18, 2014, pursuant to which Riverside Bank will merge with and into Salisbury Bank and Trust Company, with Salisbury Bank and Trust Company being the surviving institution and pursuant to which SAL will issue shares of Company common stock as merger consideration (the “SAL Merger Proposal”):

 

             
For   Against   Abstain   Broker Non-Vote
1,115,172   81,030   43,456   0

 

2. A proposal to approve the amendment to Salisbury Bancorp Inc.’s certificate of incorporation to increase the Company’s authorized common stock and to eliminate the minimum and maximum number of directors on the Company’s board (the “SAL Certificate of Amendment Proposal”):

 

             
For   Against   Abstain   Broker Non-Vote
1,099,636   89,710   50,312   0

 

3. A proposal to adjourn the Company’s special meeting, if necessary or appropriate, to solicit additional proxies in favor of the SAL Merger Proposal (the “SAL Adjournment Proposal”):

 

For   Against   Abstain
1,131,589   80,964   27,105

 

 The shareholders of the Company approved all of the above proposals.

 

Section 8. Other Events

 

Item 8.01. Other Events.

 

On October 30, 2014, Salisbury Bancorp, Inc., the parent company of Salisbury Bank and Trust Company, issued a press release announcing that at the Company’s special meeting of shareholders held on October 29, 2014, holders of Company common stock voted to approve the Agreement and Plan of Merger dated as of March 18, 2014, providing for the merger of Riverside Bank with and into Salisbury Bank and Trust Company. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Section 9. Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Not Applicable.

 

(b) Not Applicable.

 

(c) Not Applicable.

 

(d) Exhibits .

 

3.1 Amendments to Article Third and Article Fifth of the Amended Certificate of Incorporation of Salisbury Bancorp, Inc.

 

99.1 Press Release dated October 30, 2014.

 
 

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 hereto duly authorized.

 

Dated: October 30, 2014

SALISBURY BANCORP, INC.

 

By:  /s/ Richard J. Cantele, Jr.

Richard J. Cantele, Jr.

President and Chief Executive Officer

Exhibit 3.1

 

SALISBURY BANCORP, INC.

 

AMENDMENT TO

 

CERTIFICATE OF INCORPORATION

 

The first paragraph of Article THIRD of the Certificate of Incorporation is amended and restated to read as follows:

 

THIRD: Capital Stock. The amount of the capital stock of the Corporation hereby authorized is five million (5,000,000) shares of Common Stock, par value $0.10 per share and twenty-five thousand (25,000) shares of Preferred Stock, par value $0.01 per share.

 

Article FIFTH of the Certificate of Incorporation is amended and restated in its entirety to read as follows:

 

FIFTH: Directors; Bylaws. All the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors, are hereby conferred upon the Board of Directors of the Corporation. In furtherance and not in limitation of that power, the Board of Directors shall have the power to make, adopt, alter, amend and repeal from time to time Bylaws of the Corporation, subject to the right of the shareholders entitled to vote with respect thereto to adopt, alter, amend and repeal Bylaws made by the Board of Directors. Any shareholder action effecting an amendment or repeal of or an adoption of a provision inconsistent with the Corporation’s Bylaws shall require (i) the affirmative vote of the holders of not less than sixty percent (60%) of the voting power of the issued and outstanding shares entitled to vote for the election of Directors, and (ii) if there is an Interested Shareholder (as defined in Article Sixth), the affirmative vote of not less than sixty percent (60%) of the voting power of the issued and outstanding shares entitled to vote for the election of Directors held by shareholders other than the Interested Shareholder.

 

The business, property and affairs of the Corporation shall be managed by and under the direction of its Board of Directors. The number of directors shall be fixed from time to time by the Board of Directors pursuant to the Corporation’s Bylaws.

 

The Board of Directors shall be divided into three classes, as nearly equal in number as possible. At each annual meeting of the shareholders of the Corporation, the successors of the class of directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following their year of election. Each director shall hold office until his successor shall have been duly elected and qualified. The election of directors need not be by ballot unless the Bylaws so provide. No decrease in the number of directors shall shorten the term of any incumbent director. The terms, classifications, qualifications, and election of the Board of Directors, and the method of filling vacancies thereon shall be as provided herein and in the Bylaws.

 

 

FOR IMMEDIATE RELEASE

 

Exhibit 99.1

 

Contacts:

 

Salisbury Bancorp, Inc. Riverside Bank
Richard J. Cantele, Jr. John M. Davies
President & Chief Executive Officer   President & Chief Executive Officer
(860) 435-9801 (845) 454-5511

 

 

SALISBURY BANCORP, INC. AND RIVERSIDE BANK ANNOUNCE APPROVAL OF THEIR PROPOSED MERGER BY THE SHAREHOLDERS OF BOTH COMPANIES

 

Lakeville, CT, and Poughkeepsie, NY, October 30, 2014 – Salisbury Bancorp, Inc. (“Salisbury”) (NASDAQ: SAL), headquartered in Lakeville, Connecticut and Riverside Bank, (“Riverside”) headquartered in Poughkeepsie, New York announced today that the merger of Riverside into Salisbury Bank and Trust Company (“Salisbury Bank”), the wholly-owned subsidiary of Salisbury, has been approved by shareholders of both entities at their respective special shareholders’ meetings held on October 29, 2014.

The merger received overwhelming support by shareholders of both Salisbury and Riverside. Approximately 65.09% of Salisbury shares voted at the meeting were voted in favor of approving the Merger Proposal and approximately 79.89% of Riverside shares voted at the meeting were voted in favor of approving the Merger Proposal. In addition, approximately 64.18% of Salisbury shares voted at the meeting voted in favor of Salisbury’s proposal to amend its Certificate of Incorporation to increase its shares of authorized common stock and to eliminate provisions relating to the minimum and maximum number of directors on its board of directors.

Salisbury and Riverside publicly announced their proposed merger on March 18, 2014, a stock-for-stock transaction valued at approximately $28 million. Upon consummation of the merger, following regulatory approval and the satisfaction of other conditions of the Merger Agreement, shareholders of Riverside will receive 1.35 shares of Salisbury common stock in exchange for each share of Riverside common stock. The transaction is subject to customary regulatory approvals and is expected to close in the fourth calendar quarter of 2014. The combined bank will have thirteen full service offices in Litchfield County, Connecticut, Berkshire County, Massachusetts, and Dutchess and Orange Counties in New York.  

Sterne, Agee & Leach, Inc. served as financial advisor to Salisbury and rendered a fairness opinion in connection with the transaction. Cranmore, FitzGerald & Meaney served as legal counsel to Salisbury. Keefe, Bruyette, & Woods, a Stifel Company, served as financial advisor to Riverside and rendered a fairness opinion. Windels Marx Lane & Mittendorf served as legal counsel to Riverside.

About Salisbury Bancorp, Inc.

Salisbury Bancorp, Inc. is the parent company of Salisbury Bank and Trust Company, a Connecticut chartered commercial bank serving the communities of northwestern Connecticut and proximate communities in New York and Massachusetts, since 1848, through full service branches in Canaan, Lakeville, Salisbury and Sharon, Connecticut, Dover Plains and Millerton, New York and Great Barrington, South Egremont and Sheffield, Massachusetts. Salisbury Bank offers a full complement of consumer and business banking products and services as well as trust and wealth advisory services.

 

About Riverside Bank

Riverside Bank is a New York State chartered commercial bank serving small and medium sized businesses, professionals and individuals in the Hudson Valley with branches in Poughkeepsie, Red Oaks Mill, Newburgh and Fishkill. Since opening for business in 1988, Riverside Bank has always been committed to providing outstanding products and service to its customers focusing on serving small to medium sized businesses and professionals within its markets.

 

FORWARD-LOOKING STATEMENTS

 

All non-historical statements in this press release (including without limitation statements regarding the pro forma effect of the proposed transaction, cost savings, the accretive nature of the proposed transaction, revenue enhancement opportunities, anticipated capital ratios and capital, positioning, value creation, growth prospects and timing of the closing) constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Salisbury and Riverside, including future financial and operating results, and the combined company's plans, objectives, expectations and intentions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made. Salisbury and Riverside assume no duty to update forward-looking statements.

 

In addition to factors previously disclosed in Salisbury’s reports filed with the Securities and Exchange Commission, the following factors among others, could cause actual results to differ materially from forward-looking statements: ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by Salisbury’s and Riverside’s shareholders, on the expected terms and schedule; delay in closing the merger; difficulties and delays in integrating the Salisbury and Riverside businesses or fully realizing cost savings and other benefits; business disruption following the proposed transaction; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; changes in Salisbury's stock price before closing, including as a result of the financial performance of Riverside prior to closing; the reaction to the transaction of the companies' customers, employees and counterparties; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.