UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission File number:
0-11786
VILLAGE BANCORP, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1076844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Prospect Street, Ridgefield, Ct. 06877
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203 438-9551
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class: Name of each exchange on which registered:
Common Stock ($3.33 Par Value) NASDAQ
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 20, 1996
Common Stock ($3.33 Par Value) 950,817 Shares
State the aggregate market value of the voting stock held by non-affiliates
of the registrant - $15,537,269.
Aggregrate market value Based upon reported closing price
of voting stock as supplied by NASDAQ
$18,065,523 March 20, 1996
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December 31,
1995 are incorporated by reference into parts I, II and IV. Portions of the
Proxy Statement for the Annual Meeting of Stockholders to be held on April 29,
1996 are incorporated by reference into Part III. Exhibit index is on page 6.
================================================================================
This Form 10-K/A Amendment No. 1 to the Form 10-K of Village Bancorp, Inc.
filed for the year ended December 31, 1995, amends and restates in its entirety
the information required by Item 6 of Part II and Exhibit 27, Financial Data
Schedule, in order to include Exhibit 27.
================================================================================
<PAGE>
VILLAGE BANCORP, INC.
FORM 10-K/A
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business..........................................................1
Item 2. Properties........................................................2
Item 3. Legal Proceedings.................................................2
Item 4. Submission Of Matters to Vote of Security Holders.................2
PART II
Item 5. Market for Registrant's Common Stock and
Related Stockholder Matters.....................................3
Item 6. Selected Financial Data...........................................3
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................3
Item 8. Financial Statements and Supplementary Data.......................3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............................3
PART III
Item 10. Directors and Executive Officers of the Registrant................3
Item 11. Executive Compensation............................................3
Item 12. Security Ownership of Certain Beneficial Owners
and Management..................................................3
Item 13. Certain Relationships and Related Transactions....................3
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.............................................4
SIGNATURES. ..................................................................5
<PAGE>
PART I
Item 1. Business
"Business" on pages 4 through 9 of the Annual Report to Stockholders for the
year ended December 31, 1995 is incorporated herein by reference.
Additional information required pursuant to this Item follows:
Village Bancorp, Inc.
The management of The Village Bank & Trust Company (Village) caused Village
Bancorp, Inc. (Company) to be formed in 1983 to enhance the opportunity for
diversification and expansion, and to allow for greater flexibility in both
banking and non-banking functions which banks are currently prohibited from
entering. On July 19, 1983, the Bank became a wholly owned subsidiary of the
Company. On November 18, 1994, Liberty National Bank (Liberty), Danbury,
Connecticut became a wholly owned subsidiary of the Company. On June 20, 1995,
the Company merged Liberty into Village and now operates Liberty's former office
as a branch office of Village. As a combination of entities under common control
the merger was accounted for in a manner similiar to a pooling of interests. As
such, all historical financial data presented in the annual report has been
restated to include both entities for all periods presented. As of December 31,
1995 the Company's only subsidiary was Village.
The Village Bank & Trust Company
The Village Bank & Trust Company was incorporated in 1973 and commenced
operations in 1974. The Bank maintains its headquarters in Ridgefield,
Connecticut where it conducts general banking business as a state chartered
commercial bank as allowed by Sec. 36-57 of the Connecticut General Statutes.
The Bank began offering trust and similiar services in the third quarter of
1993. Liberty was merged into Village in June 1995, with its former office now a
Village branch. The Bank intends to offer services in the future that will allow
the Bank to remain competitive with other financial institutions as regulations
permit.
Patents, Trademarks, Licenses and Concessions Held
There are no patents, trademarks, licenses or concessions held that have a
material importance to the Company.
Seasonal Variations In Business
The Bank experiences little or no seasonal variation in its business due to the
retail composition of its customer base.
Dependence Upon Limited Number Of Customers
The Bank is not materially dependent on any single person, group of persons or
organization. The loss of any customer or customers would not have a materially
adverse effect on the continued operation of the Bank.
Competition
The Bank encounters substantial competition for deposits and loans from other
financial institutions. Vigorous competition exists between the Bank and other
branch offices of financial institutions in Danbury, New Milford, Wilton and
Ridgefield, including commercial banks, savings banks and savings and loan
associations. No one financial institution is dominant in any particular
function of the banking market place.
Number of Employees
At December 31, 1995, Village had seventy-five (75) full time equivalent
employees. Of these employees two officers of Village provide services to the
Company.
Supervision and Regulation
Village is insured by the Federal Deposit Insurance Corporation (FDIC) and is
subject to extensive regulation by the FDIC. Village, as a Connecticut state
chartered bank, is also subject to regulation by the Connecticut State Banking
Commissioner, who is responsible for administering Connecticut banking laws. (
Bancorp, as a bank holding company, is also subject to regulation by the Federal
Reserve Board.
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<PAGE>
The FDIC has adopted regulations which require FDIC-insured banks to meet
certain minimum capital requirements. Banks that have less than the minimum
required capital are considered to be operating in an unsafe and unsound
condition, and are subject to a number of possible regulatory enforcement
actions, ranging from being required to acquire additional capital up to
termination of the Bank's FDIC deposit insurance.
Most recent legislation has been aimed at increasing capital levels in the
banking industry and restricting business for those who fail to meet adequate
capital levels. As the Company is well capitalized the majority of this
legislation has had little effect on the operation of the Company. Other
regulatory actions focus on risk management (i.e. interest rate risk, credit
risk) and the proper use of internal controls. Proposed legislation runs a wide
gamut of proposals. It is not possible at this time to predict whether or not
any such proposals will have a material adverse effect on the Company.
Item 2. Properties
Village owns in fee simple a self contained facility at 25 Prospect Steet,
Ridgefield, Connecticut. The site contains 0.929 acres. The building has two
floors, the first floor which approximates 5,500 square feet is the location of
the general banking area, board room and President's office. The second floor,
which approximates 5,000 square feet, is the location of the administrative
offices, loan operations department, sanitary and employee facilities.
Village entered into a lease agreement on April 5, 1985 for a branch banking
facility at 219 Town Green, Wilton, Connecticut. The leasehold contains two
thousand six hundred forty five (2,645) square feet, of which the Bank uses
approximately one thousand nine hundred forty five (1,945) square feet for its
branch banking office. The remaining area is sublet as retail space. The lease
arrangement is for ten years with two five year extensions options that can be
exercised by the Bank. The lease has provisions for consumer price index
increases, and the current rental expense is $73,220 not including property tax
and maintenance charges. This facility was opened November 16, 1985 and is a
full service branch banking office.
Village extended a lease agreement on March 31, 1993, for a non-branch
operations (back-office) facility at 96 Danbury Road, Ridgefield, Connecticut.
The leasehold contains approximately six thousand (6,000) square feet of office
space and one thousand (1,000) square feet of storage space. The original lease
arrangement was for five years with provisions for two five year extensions, at
an annual rental of approximately $86,540, not including property tax and
maintenance charges. This lease originally commenced November, 1988, with five
percent annual increases. Four stockholders, two of whom are Directors, are
affiliated with the partnership which is leasing the facility to the Bank.
Village owns in fee simple a self contained facility at 54 Bridge Street, New
Milford, Connecticut. The site contains 0.16 acres. The building has two floors.
The first floor, which approximates 1,700 square feet, is the location of the
general banking office. The second floor, which approximates 1,524 square feet,
will be used for offices and loan originations and closings.
Village has a lease agreement for a branch banking facility at 28 Shelter Rock
Road, Danbury, Connecticut, that extends through November 30, 1996. The lease
agreement provides for two renewal options which extend for five years each. The
leasehold contains approximately two thousand four hundred sixty (2,460) square
feet. The annual rental is approximately $48,150, not including property and
maintenance charges.
Item 3. Legal Proceedings
There are no material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's security holders during the
fourth quarter of 1994.
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<PAGE>
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
"Capital Stock" on page 33 of the Annual Report to Stockholders for the year
ended December 31, 1995 is incorporated herin by reference.
Item 6. Selected Financial Data
"Selected Financial Data" on page 9 of the Annual Report to Stockholders for the
year ended December 31, 1995 is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 10 to 13 of the Annual Report to Stockholders for the year
ended December 31, 1995 is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto on pages 15 to 30 of the
Annual Report to Stockholders for the year ended December 31, 1995 and the
Independent Auditors' Report on page 14 are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to directors and executive officers of the Registrant and
Bank and the information required by this item are included in the proxy
statement for the annual meeting of stockholders to be held on April 29, 1996,
on pages 9 through 15 and the information required by this item is herein
incorporated by reference.
Item 11. Executive Compensation
Compensation of directors and officers and the information required by this item
are included in the proxy statement for the annual meeting of stockholders to be
held on April 29, 1996, on pages 16 through 20 and the information required by
this item is herein incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information relating to security ownership of certain beneficial owners and
management as required by this item is included in the proxy statement for the
annual meeting of stockholders to be held on April 24, 1995, on pages 4 through
7 and is herein incorporated by reference.
Item 13. Certain Relationships and Related Transactions
Information of certain relationships and related transactions is included in the
proxy statement for the annual meeting of stockholders to be held on April 29,
1996, on pages 13 through 16 and is herein incorporated by reference.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statements
(a) (1) The following consolidated financial statements and the Independent
Auditors' Report included in the Annual Report to Stockholders of Village
Bancorp, Inc. and Subsidiaries for the year ended December 31, 1995, are
incorporated by reference in Item 8:
Consolidated Balance Sheets - December 31, 1995 and 1994.
Consolidated Statements of Income - Years Ended December 31, 1995,
1994 and 1993.
Consolidated Statements of Changes in Stockholders' Equity - Years
Ended December 31, 1995,1994 and 1993.
Consolidated Statements of Cash Flows - Years Ended December 31, 1995,
1994 and 1993.
Notes to Consolidated Financial Statements.
(a)(2) Schedules to the Consolidated Financial Statements required by
Article 9 of Regulation S-X are not required under the related instructions or
the information is included in the Consolidated Financial Statements or Notes
thereto and has therefore been ommitted.
(a)(3) Exhibits.
The exhibits which are filed with this Form 10-K or which are incorporated
herein by reference are set forth in the Exhibit Index on Page 6.
(b) There were no reports on Form 8-K filed for the three months ended
December 31, 1995.
(c) Exhibits.
The exhibits which are filed with this Form 10-K or which are incorporated
herein by reference are set forth in the Exhibit Index on Page 6.
(d) Financial Statement Schedules - None.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, therunto duly authorized.
Village Bancorp, Inc.
<TABLE>
<CAPTION>
<S> <C>
By James R. Umbarger March 14, 1996
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James R. Umbarger - Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
<CAPTION>
DATE
<S> <C>
Edward J. Hannafin March 14, 1996
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Edward J. Hannafin - Chairman of the Board & Director
Nicholas R. DiNapoli March 14, 1996
- -------------------------------------------------------------------------------------------------------------------
Nicholas R. DiNapoli - Vice Chairman of the Board & Director
Robert V. Macklin March 14, 1996
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Robert V. Macklin - President, Chief Executive Officer & Director
Enrico J. Addessi March 14, 1996
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Enrico J. Addessi - Secretary of the Board & Director
Robert Scala March 14, 1996
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Robert Scala - Assistant Secretary of the Board & Director
Jose P. Boa March 14, 1996
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Jose P. Boa - Director
Richard O. Carey March 14, 1996
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Richard O. Carey - Director
Madeline F. Contegni March 14, 1996
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Madeline F. Contegni - Director
Jeanne M. Cook March 14, 1996
- -------------------------------------------------------------------------------------------------------------------
Jeanne M. Cook - Director
Carl Lecher March 14, 1996
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Carl Lecher - Director
Joseph L. Knapp March 14, 1996
- -------------------------------------------------------------------------------------------------------------------
Joseph L. Knapp - Director
Antonio M. Resendes March 14, 1996
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Antonio M. Resendes - Director
Thomas F. Reynolds March 14, 1996
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Thomas F. Reynolds - Director
</TABLE>
-5-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
Village Bancorp, Inc.
</LEGEND>
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