UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of (Date of earliest event reported)
May 23, 2022
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SALISBURY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Connecticut (State of other jurisdiction of incorporation) |
001-14854 (Commission File Number) |
06-1514263 (IRS Employer Identification No.) |
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5 Bissell Street, Lakeville, Connecticut (Address of principal executive offices) |
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06039 (Zip Code)
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| Registrant’s telephone number, including area code: (860) 435-9801 | |||||
(Former name or former address, if changed since last report) ________________________ |
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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. ☐
| Section 5. | Corporate Governance and Management |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the 2022 Annual Meeting of Shareholders (“Annual Meeting”) held on May 18, 2022, the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized Common Stock from 5,000,000 shares to 10,000,000 shares.
A copy of the Amendment, which was filed with the Connecticut Secretary of State and became effective on May 23, 2022, is attached as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
| Exhibit Number |
Description | |||||||
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation. | |||||||
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: June 3, 2022
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By: | /s/ Richard J. Cantele, Jr. Richard J. Cantele, Jr. President and Chief Executive Officer |
Exhibit 3.1
The first paragraph of Article Third of Salisbury Bancorp, Inc.’s Certificate of Incorporation shall be amended and restated to read in its entirety as follows:
THIRD: Capital Stock. The amount of the capital stock of the Corporation hereby authorized is ten million (10,000,000) shares of Common Stock, par value $0.10 per share and twenty-five thousand (25,000) shares of Preferred Stock, par value $0.01.
The remainder of Article THIRD will remain in full force and effect.
