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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)
March
23, 2022
________________________
SALISBURY BANCORP, INC.
(Exact name of registrant as specified
in its charter)
________________________
|
Connecticut
(State of other jurisdiction
of incorporation) |
|
001-14854
(Commission
File Number) |
|
06-1514263
(IRS Employer
Identification No.) |
|
5 Bissell Street, Lakeville, Connecticut
(Address of principal executive offices) |
|
|
06039
(Zip Code)
|
| |
Registrant’s telephone number, including area code: (860) 435-9801 |
|
| |
(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 obligation of the registrant under any
of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of Each Class |
Trading
Symbol(s) |
Name
of Each Exchange on Which Registered |
| Common
Stock, $0.10 par value per share |
SAL |
NASDAQ |
Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 23, 2022,
the Board of Directors of Salisbury Bancorp, Inc. (the “Corporation”) approved the renewal of its Share Repurchase Program,
which expires today, for another twelve (12) months. The Share Repurchase Program provides for the repurchase of the Corporation’s
common stock in amounts up to an aggregate of five percent (5%) of the outstanding shares of the Corporation’s common stock from
time to time over the next twelve (12) months through privately negotiated transactions and/or market purchases at appropriate prices,
subject to price and market conditions on terms determined to be in the best interests of the Corporation.
A copy of
a press release announcing the renewal of the Share Repurchase Program is attached as Exhibit 99.1.
Forward-Looking Statements
This report may contain statements relating to
Salisbury’s and the Bank’s future results that are considered “forward-looking” statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well
as the assumptions and estimates made by management using information currently available to management. Since these statements reflect
the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including among others:
changes in market interest rates and general and regional economic conditions; changes in laws and regulations; changes in accounting
principles; and the quality or composition of the loan and investment portfolios, technological changes and cybersecurity matters, and
other factors that may be described in Salisbury’s quarterly reports on Form 10-Q and its annual report on Form 10-K, which are
available at the Securities and Exchange Commission’s website (www.sec.gov) and to which reference
is hereby made. Forward-looking statements made by Salisbury in this Form 8-K speak only as of the date they are made. Events or other
facts that could cause Salisbury’s actual results to differ may arise from time to time and Salisbury cannot predict all such events
and factors. Salisbury undertakes no obligation to publicly update any forward-looking statement unless as may be required by law.
| Item 9.01. | Financial Statements and Exhibits |
| |
(a) |
N/A |
| |
(b) |
N/A |
| |
(c) |
N/A |
| |
(d) |
Exhibits |
| |
|
|
| Exhibit
Number |
Description |
| 99.1 |
Press
release dated March 23, 2022 |
SIGNATURE
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.
| |
|
Salisbury
Bancorp, Inc. |
| |
|
|
| Date:
March 23, 2022 |
By: |
/s/
Richard J. Cantele, Jr.
Richard
J. Cantele, Jr.
President
and Chief Executive Officer |
Exhibit 99.1
NEWS RELEASE
Contact:
Richard J. Cantele, Jr., President and CEO
Salisbury Bancorp, Inc.
5 Bissell Street
Lakeville, CT 06039
860.435.9801
rcantele@salisburybank.com
FOR IMMEDIATE RELEASE
SALISBURY
BANCORP, INC. ANNOUNCES SHARE REPURCHASE PROGRAM
Lakeville, Connecticut, March 23, 2022 - Salisbury
Bancorp, Inc. (“Salisbury”), (NASDAQ: “SAL”), the holding company for Salisbury Bank and Trust Company (the “Bank”),
announced today that its Board of Directors has approved the renewal of its share repurchase program, which expires today, for another
twelve (12) months. The share repurchase program provides for the repurchase of Salisbury’s common stock in amounts up to an aggregate
of five percent (5%) of the outstanding shares of Salisbury’s common stock from time to time over the next twelve (12) months through
privately negotiated transactions and/or market purchases at appropriate prices, subject to price and market conditions on terms determined
to be in the best interests of Salisbury. There is no guarantee as to the exact number of, or value of, shares that will be repurchased
by Salisbury, and Salisbury may discontinue repurchases at any time. The timing and number of shares repurchased will depend upon various
factors, including Salisbury’s stock price performance, ongoing capital considerations, market conditions, compliance with securities
laws and other applicable legal considerations.
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;
Great Barrington, South Egremont and Sheffield, Massachusetts; and Dover Plains, Fishkill, Millerton, Newburgh, New Paltz, Poughkeepsie
and Red Oaks Mill, New York. The Bank offers a broad spectrum of consumer and business banking products and services as well as trust
and wealth advisory services.
This news release may contain statements relating
to Salisbury’s and the Bank’s future results that are considered “forward-looking” statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “believes,”
“anticipates,” “expects,” “intends,” “targeted,” “continue,” “remain,”
“will,” “should,” “may,” “plans,” “estimates,” and similar references to future
periods; however, such words are not the exclusive means of identifying such statements. These statements are based on the beliefs and
expectations of management as well as the assumptions and estimates made by management using information currently available to management.
Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions,
including among others: changes in market interest rates and general and regional economic conditions; changes in laws and regulations;
changes in accounting principles; and the quality or composition of the loan and investment portfolios, technological changes and cybersecurity
matters, the effects of the COVID-19 Pandemic, and other factors that may be described in Salisbury’s quarterly reports on Form
10-Q and its annual report on Form 10-K, which are available at the Securities and Exchange Commission's website (www.sec.gov) and to
which reference is hereby made. Forward-looking statements made by Salisbury in this news release speak only as of the date they are made.
Events or other facts that could cause Salisbury’s actual results to differ may arise from time to time and Salisbury cannot predict
all such events and factors. Salisbury undertakes no obligation to publicly update any forward-looking statement unless as may be required
by law.
