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
August
1,
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
1.01 Entry into a Material Definitive Agreement
Community
Bancorp. (the “Company”) (OTCBB: CMTV) and LyndonBank (Pink Sheet: LYSB), a
Vermont-chartered commercial bank headquartered in Lyndon, Vermont, jointly
announced that they have entered into an Agreement and Plan of Merger (the
“Agreement”) pursuant to which LyndonBank will merge with and into the Company’s
wholly-owned subsidiary, Community National Bank (“CNB”), with CNB surviving the
merger. Headquartered in Lyndonville, Vermont, LyndonBank had total
assets of approximately $159.6 million at June 30, 2007 and serves customers
in
northern Vermont through 7 banking offices.
The
transaction, approved by the Boards of Directors of both companies, is valued
at
approximately $26.7 million. The terms of the Agreement call for
LyndonBank’s 1,058,131.6 outstanding shares of common stock to be converted into
the right to receive a cash payment of $25.25. Following the merger,
it is expected that one person currently serving as a LyndonBank director
will
be appointed to the Board of Directors of CNB. The parties expect
that the transaction will close at or near year end 2007.
The
combined institution will serve customers through a network of full service
branches in northern and central Vermont, with LyndonBank branches becoming
branches of Community National Bank.
The
transaction is subject to customary closing conditions, including approval
by
the shareholders of LyndonBank, as well as required regulatory approvals
from
banking agencies, including the Office of the Comptroller of the Currency
and
the Vermont Department of Banking, Insurance, Securities and Health Care
Administration.
The
Agreement also contains usual and customary representations, warranties and
covenants. The assertions contained in the representations and
warranties made by the parties to each other are as of specified dates and
were
made solely for purposes of the contract between the parties and may be subject
to important qualifications and limitations agreed to by the parties in
connection with negotiating the terms of those provisions.
The
Company expects to issue up to $15 million in trust preferred securities
prior
to completion of the merger, subject to review by the Federal Reserve Bank
of
Boston.
The
foregoing summary of the Agreement is not complete and is qualified in its
entirety by reference to the complete text of the Agreement, which is filed
as
Exhibit 2.1 to this report, and is incorporated by reference in its
entirety.
A
copy of
the press release announcing execution of the Agreement is filed as Exhibit
99.1
to this report and is incorporated herein by reference in its
entirety.
Item
9.01. Financial Statements, Proforma Financial Information and
Exhibits.
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(d)
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Exhibits.
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The
following exhibits are included in this report:
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Exhibit
2.1 - Agreement and Plan of Merger, dated as of August 1, 2007,
by and
among Community Bancorp., Community National Bank and
LyndonBank.
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Exhibit
99.1 - Press release dated August 2,
2007.
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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:
August 1, 2007
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/s/
Stephen P. Marsh
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Stephen
P. Marsh,
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President
& Chief Operating Officer
(Chief
Financial Officer)
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