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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) September 19, 1996
VILLAGE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Connecticut 0-11786 06-1076844
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
25 Prospect Street
Ridgefield, Connecticut 06877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-438-9551
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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See the attached press release dated September 23, 1996.
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 thereunto duly authorized.
VILLAGE BANCORP, INC.
/s/ Robert V. Macklin
By __________________________
Name: Robert V. Macklin
Title: President and Chief
Executive Officer
September 25, 1996
Village Bancorp, Inc. Adopts Stockholder Rights Plan
Ridgefield, Connecticut -- September 23, 1996 -- Village
Bancorp, Inc. (NASDAQ:VBNK) announced today that its Board of Directors has
adopted a Stockholder Rights Plan designed to enhance the Board's ability to
protect stockholders against, among other things, unsolicited attempts to
acquire control of Village Bancorp that do not offer an adequate price to all
stockholders or are otherwise not in the best interests of Village Bancorp and
its stockholders. Village Bancorp said that the Plan was not adopted in
response to any specific effort to acquire control of the Company.
Under the Plan each common stockholder at the close of business
on October 4, 1996 will receive a dividend of one right for each share of
Common Stock held. Each right entitles the holder to purchase from Village
Bancorp one-tenth of a share of Common Stock at an initial purchase price of
$6.00. The rights will become exercisable and will detach from the Common
Stock a specified period of time after any person has become the beneficial
owner of 15% or more of Village Bancorp's Common Stock or commenced a tender
or exchange offer which, if consummated, would result in any person becoming
the beneficial owner of 15% or more of the Common Stock.
If any person becomes the beneficial owner of 15% or more of
Village Bancorp's Common Stock, each right will entitle the holder, other than
the acquiring person, to purchase for ten times the purchase price Village
Bancorp Common Stock having a value of twice the adjusted purchase price.
If, following an acquisition of 15% or more of Village
Bancorp's Common Stock, Village Bancorp is involved in certain mergers or
other business combinations or sells or transfers more than 50% of its assets
or earning power, each right will entitle the holder to purchase for ten times
the purchase price common stock of the other party to such transaction having
a value of twice the adjusted purchase price.
At any time after a person has acquired 15% or more (but before
any person has acquired more than 50%) of the Company's Common Stock, Village
Bancorp may exchange all or part of the rights for shares of Common Stock at
an exchange ratio of one share of Common Stock per right.
Village Bancorp may redeem the rights at a price of $.01 per
right at any time prior to a specified period of time after a person has
become the beneficial owner of 15% or more of its Common Stock. The rights
will expire on October 4, 2006, unless earlier exchanged or redeemed.
Robert V. Macklin, President and Chief Executive Officer, said:
"The rights are intended to enable all Village Bancorp stockholders to realize
the long-term value of their investment in Village Bancorp. They would not
prevent a takeover of Village Bancorp. However, the rights plan should
encourage anyone seeking to acquire Village Bancorp to negotiate with the
Board prior to attempting a takeover."
