SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under
The Securities Act of 1933
COMMUNITY BANCORP.
(exact name of registrant as specified in its charter)
Vermont 03-0284070
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
U.S. Route 5, Derby, Vermont 05829
(802) 334-7915
(Address of principal executive offices and
telephone number, including area code)
Richard C. White, President With a copy to:
Community Bancorp. Denise J. Deschenes, Esquire
P.O. Box 259 Primmer & Piper, P.C.
Derby, VT 05829 52 Summer Street
(802) 334-7915 St. Johnsbury, VT 05819
(802) 748-5061
(Name, address, and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [X]
Reg. No. 33-24431
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
<TABLE>
<CAPTION>
______________________________________________________________________________________
Proposed Proposed Amount of
Title of each Amount maximum maximum registra-
class of securities to be offering aggregate tion fee
to be registered registered(1) price per offering
share(2) price(2)
______________________________________________________________________________________
<C> <C> <C> <C> <C>
Common Stock,
$2.50 par value 200,000 shs. $17.25 $3,450,000 $1189.65
<FN>
<F1> (1) Pursuant to Rules 416(a) and (b), this registration statement is
intended to cover such number of additional shares of the Company's
common stock as may be necessary to prevent dilution of the shares
initially registered hereby resulting from stock splits or stock
dividends, if any, occurring after the effective date of this
registration statement.
<F2> (2) Estimated solely for the purposes of calculating the registration fee
and based pursuant to Rule 457(c), on the average of the bid and asked
price of the Company's Common Stock as of December 21, 1995.
</TABLE>
PROSPECTUS
[Graphic of COMMUNITY BANCORP.
Corporate Logo] Derby Road
Derby, VT 05829
(802) 334-7915
------------
DIVIDEND REINVESTMENT PLAN
------------
The Dividend Reinvestment Plan (the "Plan") of Community Bancorp.
(the "Company") provides a convenient way for the Company's shareholders
to purchase additional shares of the Company's $2.50 par value Common
Stock (the "Common Stock") without payment of brokerage commissions or
service charges.
Shares purchased under the Plan are purchased at the greater of (1)
a 10% discount from the book value of the Company's stock as of the end
of the preceding fiscal quarter, or (2) a 10% discount from the weighted
average purchase price in trades of the Company's stock made during the
preceding fiscal quarter through the brokerage firm of First Albany Corp.
(See "DESCRIPTION OF THE PLAN," Question 10).
There is no active public trading market in the Company's Common
Stock, nor can any assurance be given that such a market will develop in
the future. The brokerage firm of First Albany Corp. attempts to match
buyers and sellers of the Company's stock when it receives buy or sell
orders from its customers, but trading is infrequent. If a public trading
market in the Company's Common Stock should later develop, the purchase
price of the shares under the Plan will be based upon the market value of
the stock.
Community National Bank (the "Bank"), a wholly-owned subsidiary of
the Company, has been designated as the agent for participants in the
Plan. Participants may vote all shares of Common Stock purchased for them
under the Plan.
This Prospectus relates to 200,000 shares of $2.50 par value Common
Stock of the Company registered for purchase under the Plan. It is
suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 31, 1995.
AVAILABLE INFORMATION AND REPORTS TO SECURITY HOLDERS
Community Bancorp. is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files proxy statements, reports and other information with the
Securities and Exchange Commission (the "Commission"). Such proxy
statements, reports and other information filed with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices in Chicago (Room 1204, Everett McKinley
Dirksen Building, 219 South Dearborn, Chicago, Illinois 60604) and New
York (26 Federal Plaza, New York, New York, 10007). Copies of such
material can be obtained from the Public Reference Section of the
Commission, at its principal office, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
Community Bancorp. furnishes to its shareholders annual audited
consolidated financial statements and quarterly unaudited consolidated
statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents on file with the Commission contain
additional information about the Company and its operations and are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994; and
2. The Company's Quarterly Reports on Form 10-QSB for the quarters
ended March 31, June 30 and September 30, 1995.
3. The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A, as amended on
Form 8 dated May 25, 1988, and Form 8-A/A dated April 29, 1994,
and as amended from time to time subsequent to the date of this
Prospectus.
All documents subsequently filed by the Company with the Commission,
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of
filing of such documents.
Any person receiving a copy of this Prospectus may obtain, upon
request, a copy of any of the documents incorporated by reference herein,
other than exhibits to such documents. Requests for such copies should be
directed to Community Bancorp., P.O. Box 259, Derby, Vermont 05829, (802)
334-7915, Attention: Stephen P. Marsh.
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
The following is a question and answer description of the Dividend
Reinvestment Plan being offered to the shareholders of Community Bancorp.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to encourage the Company's shareholders
to increase their investment in the Company by providing them with a
simple and convenient way to invest cash dividends in additional shares of
the Company's Common Stock without payment of brokerage commissions or
service charges. Shares of Common Stock purchased under the Plan will
consist of newly-issued or treasury shares, thereby providing additional
funds for the Company's continuing operations and general corporate
purposes.
Benefits
2. What are the benefits of the Plan?
The Plan offers participants a number of benefits. Participants in
the Plan may reinvest their cash dividends automatically in shares of the
Company's Common Stock, at a discount (see question 10) and without
payment of any brokerage commissions or service charges. Participants
obtain full investment use of funds, as the Plan provides for the purchase
of fractions of shares and for reinvestment of dividends on fractional, as
well as whole, shares. Participants may also deposit their stock
certificates with the Bank for safekeeping, thereby avoiding the risk of
theft, loss or accidental destruction of those certificates as well as for
shares credited to their Plan accounts. In addition, the regular
statement of account furnished to participants (see question 11) will
facilitate simplified record keeping.
Participation
3. Who is eligible to participate?
All holders of record of the Company's Common Stock who are
residents of jurisdictions in which the Plan is qualified under applicable
securities law* are eligible to participate in the Plan. Beneficial
owners of shares of the Company's Common Stock held in a retirement
account or registered in the name of a broker or nominee may also
participate in the Plan through their retirement account trustee, broker
or nominee, as the case may be. Beneficial owners who wish to participate
in the Plan (to the extent permitted above) must make appropriate
arrangements for their broker or nominee to participate in the Plan.
Employees of the Company or its subsidiaries who participate in the
Company's Retirement Savings Plan and who have invested in the Company
Stock Fund under that Plan will be enrolled in the Dividend Reinvestment
Plan automatically, through the Trustee of the Retirement Savings Plan as
the shareholder of record.
________________________________________________________________________
Footnote *: Due to variations from jurisdiction to jurisdiction in
applicable securities laws, participation in the Plan may
not be offered to shareholders of the Company who reside in
certain jurisdictions.
________________________________________________________________________
4. Who administers the Plan for participants?
Community National Bank, as plan administrator and agent for the
participants, keeps Plan records, sends statements of account to
participants or their nominee holders and performs other administrative
duties relating to the Plan.
5. How does an eligible shareholder participate?
An eligible holder of Common Stock may join the Plan at any time by
completing and signing an Authorization Card and returning it to Community
National Bank, Derby Road, Derby, Vermont 05829, Attention: Trust
Department. An Authorization Card is enclosed for your convenience.
Additional Authorization Cards may be obtained at any time by written or
telephone request to the Bank.
As stated above at question 3, employees of the Company or its
subsidiaries who participate in the Company Stock Fund portion of the
Company's Retirement Savings Plan will be enrolled in the Dividend
Reinvestment Plan automatically through the Trustee of the Retirement
Savings Plan and no Authorization Card is necessary in order for dividends
to be reinvested on shares held in their Retirement Savings Plan accounts.
6. When may a shareholder join the Plan?
An eligible shareholder of record may join the Plan at any time. In
general, if an Authorization Card directing reinvestment of dividends is
received by the Bank at least ten (10) days before the record date
established for a particular dividend, reinvestment will commence with
that dividend. If the Authorization Card is received after the time
prescribed, unless otherwise waived by the Bank, reinvestment of dividends
will not begin until the dividend payment date following the next record
date, as applicable. The record dates for determining shareholders
entitled to payment of quarterly dividends on the Company's Common Stock
generally fall on the fifteenth day of the months of January, April, July
and October. Enrollment in the Plan for residents of certain
jurisdictions may, however, be delayed pending compliance with applicable
state or foreign securities laws.
7. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All costs of administration of
the Plan will be paid by the Company. However, any participant who
directs the Plan administrator to sell shares of Common Stock held in his
or her Plan account will be responsible for any brokerage fees incurred in
connection with such sale.
8. How many shares of Common Stock will be purchased for participants?
The number of shares purchased for a participant depends on the
amount of the dividends reinvested and the purchase price of the Common
Stock. Each participant's account will be credited with that number of
shares, including fractions computed to four decimal places, equal to the
total amount to be invested divided by the purchase price per share. In
the case of those foreign holders whose dividends are subject to United
States income tax withholdings or in the case of those participants who
are subject to withholding of payment of dividends because of (1) failure
to provide proper taxpayer identification numbers or (2) under-reporting
of income on tax filings with the Internal Revenue Service, the amount of
dividends invested will be less the amount required to be withheld.
9. When will shares of Common Stock be purchased under the Plan?
Purchases under the Plan will be made on the dividend payment date
or as soon thereafter as practicable, but no later than thirty (30) days
thereafter, unless necessary to comply with applicable securities laws.
Cash dividends on the Company's Common Stock are ordinarily paid on or
about the first day of the months of February, May, August and November.
10. At what price will shares of Common Stock be purchased under the
Plan?
As of the date of this Prospectus, there is no established public
trading market for the Common Stock of the Company. Shares of the
Company's Common Stock are not traded on any national or regional exchange
or in the over-the-counter market. The brokerage firm of First Albany
Corp. ordinarily attempts to match buyers and sellers of the Company's
stock when it receives buy or sell orders from its customers, but trading
is not active. In addition, there are occasional trades through other
brokerage firms or as a result of private transactions not involving any
broker or dealer. (See "NATURE OF TRADING MARKET; BOOK VALUE," page 11.)
The price at which shares will be purchased under the Plan will be
the greater of (1) the book value of the Company's Common Stock as of the
end of the preceding fiscal quarter, less 10%, or (2) the weighted average
purchase price of the Company's shares in trades effected during the
preceding fiscal quarter through the brokerage firm of First Albany Corp.,
less 10%. (A "weighted average" purchase price takes into account the
number of shares purchased at a particular price.) If a public trading
market in the Company's Common Stock should later develop, the purchase
price of the Common Stock under the Plan will be the market value of the
Common Stock as of the trading day next preceding the investment date,
less 10%. (See "NATURE OF TRADING MARKET; BOOK VALUE," page 11.)
Reports to Participants
11. What kind of reports will be sent to participants in the Plan?
Shareholders of record who participate in the Plan will receive a
statement of account for each quarter in which a purchase or reinvestment
is made. Each statement will contain the date of the purchase, the amount
purchased, the purchase price per share, the number of shares acquired and
the total number of shares held after such acquisition. These statements
will provide a record of the cost of purchases of shares under the Plan
and should be retained for tax purposes.
Employees who participate in the Plan through investment in the
Common Stock fund under the Company's Retirement Savings Plan will receive
reports of their Retirement Savings Plan accounts from the Trustee of such
Plan, including dividend reinvestment allocations, as provided by the
terms of the Retirement Savings Plan.
Shareholders of record who participate in the Plan will receive
copies of the Company's annual and quarterly reports to shareholders,
proxy statements and other shareholder information. Employees who
participate in the Plan through investment in the Common Stock fund under
the Company's Retirement Savings Plan will be furnished with copies of
proxy statements and related materials by the Trustee of the Retirement
Savings Plan in connection with seeking instructions on the voting of such
shares. (See question 20.)
Dividends
12. Will a participant be credited with dividends on all whole and
fractional shares held in his or her account under the Plan?
Yes. As the agent for participants under the Plan, the Bank will
receive dividends for all shares held by Plan participants on the dividend
record date, will credit such dividends to such accounts on the basis of
full and fractional shares held and will automatically reinvest such
dividends to purchase additional shares of Common Stock for the account of
participants.
Certificates for Shares
13. Will certificates be issued for shares of Common Stock purchased
under the Plan?
Unless requested, certificates for shares of Common Stock purchased
under the Plan will not ordinarily be issued but shares purchased under
the Plan will be registered in the name in which the Plan account is
maintained and will be credited to that account. The number of shares
credited to the account of a participant under the Plan will be shown on
his or her statement of account. This feature protects against loss,
theft or destruction of stock certificates.
Certificates for any number of whole shares credited to the account
of a participant (other than employees who participate through the
Retirement Savings Plan) will be issued without charge within thirty (30)
days of receipt of a written request. Fractional shares will be settled
in cash and certificates representing fractional shares will not be issued
under any circumstances. Cash settlement of fractional shares will be
based on the purchase price of the Company's Common Stock under the Plan
for Plan purchases made during the immediately preceding quarter.
Dividend Reinvestment Plan accounts for employees who participate
through the Company's Retirement Savings Plan are subject to the
applicable withdrawal restrictions of that Plan.
14. May a participant reinvest dividends on less than all shares owned?
A shareholder may not elect to have dividends reinvested on less
than all of his shares registered in the same name. If a shareholder,
however, owns shares in more than one name (such as, for example, shares
registered in the name "John Doe" and others registered in the name "J.
Doe") then the shareholder may elect to participate in the Plan as to the
shares registered in one name but not in the other. Shareholders are
reminded that dividends on all shares registered in the name in which
their Plan account is maintained will be reinvested, even shares purchased
outside the Plan and regardless of whether the Bank has possession of the
certificates representing those shares.
Sale and Withdrawal of Shares
15. How may a participant withdraw shares purchased under the Plan?
A participant (other than an employee who participates through the
Company's Retirement Savings Plan) may withdraw all or a portion of the
whole shares credited to his or her account under the Plan by notifying
the Bank in writing that he or she wishes to withdraw shares and
specifying the number of whole shares to be withdrawn. Certificates for
the whole shares of Common Stock so withdrawn will be registered in the
name of and issued to the participant. Fractional shares will be settled
in cash and in no case will certificates representing fractional shares be
issued. Future dividends on shares for which certificates have been
furnished will continue to be reinvested for so long as the shares remain
registered in the same name in which the shareholder's Plan account is
maintained. (See question 14.)
If a participant directs the Bank to sell shares of Common Stock
held in his or her account, the participant will be responsible for any
brokerage commissions and charges incurred in connection with that sale.
As stated above at question 13, Dividend Reinvestment Plan accounts
for participants in the Company's Retirement Savings Plan are subject to
the applicable withdrawal restrictions of that Plan.
16. What happens to a participant's Plan account if a participant sells
all of his shares of Common Stock that are registered in the name in
which his Plan account is maintained?
If a participant disposes of all of his whole shares of Common Stock
registered in the name in which his Plan account is maintained, his Plan
account will be terminated and he will be paid in cash for any fractional
share remaining in his Plan account. Cash settlement of fractional shares
will be based upon the purchase price of the Company's Common Stock under
the Plan for the immediately preceding quarter. In the case of an
employee of the Company or its subsidiaries who participates in this Plan
through his participation in the Company's Retirement Savings Plan, such
participation will continue unless the employee either (i) terminates his
investment in the Retirement Savings Plan Stock Fund or (ii) terminates
his participation in this Plan as provided in Section 17 below.
Termination of Participation
17. How does a participant terminate his participation in the Plan?
A participant (other than an employee who participates through the
Retirement Savings Plan) may terminate his participation in the Plan at
any time by notifying the Bank in writing to that effect. To prevent
further reinvestment of dividends under the Plan, written notice of
termination must be received at least ten (10) days prior to the dividend
record date for the next dividend to be paid. Employees who participate
in the Dividend Reinvestment Plan through their investment in the Company
Stock Fund under the Retirement Savings Plan may terminate their
participation in the Dividend Reinvestment Plan, effective as of the
following January 1, by notifying the trustee of the Retirement Savings
Plan in writing of their desire to terminate. The procedures for such
notification, including the due date for receipt of the notice, will be
governed by the terms of the Retirement Savings Plan.
Following the effective date of termination of participation in the
Plan, dividends on shares previously subject to the Plan will be paid in
cash to the shareholder of record. If a participant in the Company Stock
Fund under the Retirement Savings Plan terminates his participation in the
Dividend Reinvestment Plan while remaining invested in the Stock Fund,
dividends paid on the shares allocated to his Company Stock Fund account
will be paid to the trustee of the Retirement Savings Plan and invested in
accordance with the employee's investment directions under such Plan.
Other Information
18. What shares will be offered under the Plan?
The Company has registered 200,000 shares of the Company's $2.50 par
value Common Stock with the Securities and Exchange Commission for
issuance under the Plan. The shares issued from time to time under the
Plan will be newly-issued shares of the Company or so-called treasury
shares; that is, shares previously issued and later reacquired by the
Company.
19. What happens if the Company has a rights offering, issues a stock
dividend or declares a stock split?
In the event that the Company should make available to its
shareholders rights to purchase additional shares or other securities, the
Bank, as the Plan administrator, may in its sole discretion either (i)
seek instructions from the participants as to exercise of such rights or
(ii) sell or direct the sale of the rights accruing to shares held in
participant accounts and apply the net proceeds of such sales to the
purchase of additional shares of Common Stock for the account of the
participants.
Any stock dividend or shares resulting from stock splits with
respect to full shares and fractional shares credited to a participant's
account will be added to the account.
20. How will a participant's shares in the Plan be voted at meetings of
the Company's shareholders?
Each Plan participant (other than employees who participate through
the Company's Retirement Savings Plan) will be furnished a proxy card and
proxy statement for each shareholders' meeting and will be entitled to
vote any shares held in his Plan account, including fractional shares.
Employees who participate in the Plan through the Retirement Savings
Plan will have the opportunity to vote, indirectly, the shares allocated
to their account by furnishing written voting instructions to the
Retirement Savings Plan Trustee, as the shareholder of record.
21. What are the federal income tax consequences of participation in the
Plan?
As of the date of this Prospectus, the federal income tax
consequences of participation in the Plan for shareholders (other than
employees of the Company or its subsidiaries who participate through their
investment in the Company Stock Fund under the Retirement Savings Plan)
may be summarized as follows:
A participant in the Plan will be treated as having received a
distribution equal to the full fair market value of the stock purchased
for his account with reinvested dividends. In the case of corporate
shareholders, the amount of dividends received will be eligible for the
dividends received deduction available under the Internal Revenue Code.
The tax basis of any shares acquired through the Plan will be the purchase
price of the shares on the purchase date. The holding period for shares
acquired through the Plan will begin on the day after the dividend payment
date. A participant will not realize taxable income upon receipt of
certificates for whole shares credited to his Plan account, either upon
request for such certificates or upon withdrawal from the Plan. A
participant will, however, recognize gain or loss upon the sale or
exchange of whole shares measured by the difference between the amount he
receives for the shares and his tax basis in such shares. In addition,
the receipt of cash for a fractional share upon withdrawal from the Plan
will be treated as a redemption of such fraction. In general, this means
that a participant will recognize gain or loss measured by the difference
between the amount of cash received in redemption of the fractional share
and the participant's tax basis in such fractional share.
Employees of the Company or its subsidiaries who participate in the
Dividend Reinvestment Plan through their investment in the Company Stock
Fund will not recognize taxable income on reinvested dividends until such
amounts are distributed to the employee in cash or stock. Distributions
under the Retirement Savings Plan are generally prohibited until
termination of employment or retirement or earlier death or disability.
Upon distribution, employees will recognize gain in the amount of the cash
or the fair market value of the stock distributed.
All participants are urged to consult their own tax advisors for
further information as to the particular tax consequences--federal, state
and local--which may result from their participation in the Plan and
subsequent disposition of shares purchased under the Plan. The income tax
consequences for participants who do not reside in the United States will
vary from jurisdiction to jurisdiction.
22. What is the responsibility of the Plan Administrator?
Neither the Company nor its agents, in administering the Plan, will
be liable for any act done in good faith or for any good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death
or adjudicated incompetency prior to receipt of written notice thereof,
the prices at which shares are purchased for the participant's account,
the times when purchases are made, or fluctuations in (1) the average
selling price of the stock in trades effected through the brokerage firm
of First Albany Corp., (2) in the book value of the Common Stock, or (3)
if a market later develops, in the market value of the Common Stock.
23. Who bears the risk of fluctuations in the price or value of the
Common Stock?
A participant's investment in shares acquired under the Plan is no
different from investment in directly-held shares in this regard. The
participant bears the risk of loss and realizes the benefits of any gain
from changes in the price or value of shares held by him in the Plan or
otherwise.
24. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate or amend the Plan at
any time, including the period between a dividend record date and the
related dividend payment date. Participants will be notified in writing
of any such suspension, termination or amendment to the Plan. The Company
also reserves the right to terminate, upon written notice, any
participant's Plan account at any time.
25. Who interprets the Plan?
Any question of interpretation arising under the Plan will be
determined by the Company and any such determination will be final.
Employees who participate in this Plan by virtue of their participation in
the Company Stock Fund under the Company's Retirement Savings Plan should
be aware that in the event of a conflict between the terms of this Plan
and those of the Retirement Savings Plan, the terms of the Retirement
Savings Plan shall control.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Common Stock offered under the Plan will be added to the general funds of
the Company and will be used for its continuing operations and general
corporate purposes. The Company has no basis for estimating either the
number of shares of Common Stock that will ultimately be sold pursuant to
the Plan or the prices at which such shares will be sold.
NATURE OF TRADING MARKET; BOOK VALUE
As explained in question 10 of the Description of the Plan, absent
an established public trading market in the Company's Common Stock, shares
of stock purchased under the Plan will be purchased at the greater of (1)
the book value of the Common Stock at the end of the preceding fiscal
quarter, less 10%, or (2) the weighted average purchase price of the
Company's shares in trades made during the preceding fiscal quarter
through the brokerage firm of First Albany Corp., less 10%. If a public
trading market in the Company's Common Stock should later develop, the
price of shares purchased under the Plan will be the market price of the
Common Stock as of the trading day next preceding the investment date,
less 10%.
Trading Market
There is at present no established public trading market for the
Company's Common Stock and no assurance can be given that a market will
develop in the future. While the brokerage firms of First Albany Corp.
and Dean Witter Reynolds Inc. generally attempt to match buyers and
sellers of the Company's stock when they receive buy or sell orders from
their customers, trading is not active. A public trading market having
the desirable characteristics of depth, liquidity and orderliness depends
upon the presence in the marketplace of both willing buyers and willing
sellers of the stock at any given time and such presence is, in turn,
dependent upon the individual decisions of the purchasers and sellers over
which neither the Company nor any broker or market maker has control.
The table below sets forth the ranges of prices paid per share for
the Company's Common Stock in trades effected through First Albany Corp.
during the last three calendar years and during the first three quarters
of 1995.
<TABLE>
<CAPTION>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1992
Trade Price
High ...... $ 10.50 $ 10.25 $ 11.00 $ 12.00
Low ....... $ 9.25 $ 9.25 $ 9.25 $ 11.00
1993
Trade Price
High ....... $ 14.50 $ 15.00 $ 15.50 $ 16.75
Low ........ $ 13.50 $ 13.63 $ 14.50 $ 15.50
1994
Trade Price
High ....... $ 18.00 $ 18.50 $ 19.00 $ 18.50
Low ........ $ 16.50 $ 17.00 $ 17.91 $ 16.25
1995
Trade Price
High ....... $ 17.00 $ 17.50 $ 17.50
Low ........ $ 16.50 $ 16.75 $ 17.00
</TABLE>
Management of the Company does not know the price at which all
trades were conducted during the periods indicated and the prices set
forth above may not be indicative of the true market value of the
Company's Common Stock. In addition, past trading prices are not
necessarily indicative of future trading prices.
Book Value
The table below shows the per share book value of the Common Stock
outstanding as of the dates indicated. Except for year-end figures, which
are based on audited financial information, the book values below are
based on unaudited financial information.
<TABLE>
<CAPTION>
1992 1993 1994 1995
---- ---- ---- ----
<C> <C> <C> <C> <C>
March 31 ......... $ 9.75 $10.81 $ 12.03 $ 12.44
June 30 .......... $ 9.95 $11.29 $ 12.04 $ 12.66
September 30 ..... $10.24 $11.45 $ 12.14 $ 12.82
December 31 ...... $10.64 $11.90 $ 12.27 --
</TABLE>
DESCRIPTION OF COMMON STOCK
The Company has authorized capital stock consisting of 2,000,000
shares of $2.50 par value Common Stock. The Company hereby incorporates
by reference the description of the Common Stock set forth in the
Company's Registration Statement on Form 8-A as amended on Form 8 dated
May 25, 1988 and Form 8-A/A dated April 19, 1994, and as amended from time
to time subsequent to the date of this Prospectus in filings with the
Commission. The Board of Directors has authorized 200,000 shares of the
Company's Common Stock for issuance under the Plan.
INDEMNIFICATION
The officers, directors, agents and employees of the Company and
persons serving as directors, officers, agents or employees of another
entity at the request of the Company are entitled to indemnification under
the Articles of Association of the Company. Generally, such persons are
entitled to indemnification against expenses incurred in connection with
any suit, action or proceeding to which they are made a party by reason of
their position with the Company. Under the Company's Articles of
Association the standard for indemnification is that the individual must
have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company.
The Company is not currently involved in any pending or threatened
litigation which might result in claims for indemnification against the
Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the officers or directors of
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is therefore unenforceable.
INTERESTS OF EXPERTS AND COUNSEL
Neither any expert named in this registration statement nor counsel
for Community Bancorp. was employed for such purpose on a contingent
basis, or will receive in connection with this offering of securities any
direct or indirect substantial interest in Community Bancorp. or any of
its parents or subsidiaries, nor is any such expert or counsel connected
with Community Bancorp. or any of its parents or subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee.
EXPERTS
The consolidated financial statements and schedules of Community
Bancorp. and its subsidiary for the year ended December 31, 1994,
incorporated herein by reference to its Annual Report on Form 10-KSB for
the year then ended, have been audited by A.M. Peisch & Company,
independent public accountants, as indicated in their report with respect
thereto dated January 18, 1995, and are incorporated herein in reliance
upon the authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The validity of the shares of Common Stock offered under the Plan
will be passed upon for Community Bancorp. by Primmer & Piper,
Professional Corporation, St. Johnsbury, Vermont.
CORRESPONDENCE
All correspondence concerning the Plan should be addressed to:
Community National Bank
Shareholder Services
P.O. Box 259
Derby, VT 05829
ATTN: Christine Bumps, Executive Secretary
(802) 334-7915
=========================================
TABLE OF CONTENTS
Page
----
Available Information and Reports
to Security Holders 2
Incorporation of Certain Documents
by Reference 2
Description of the Dividend
Reinvestment Plan 3
Purpose 3
Benefits 3
Participation 3
Reports to Participants 6
Dividends 6
Certificates for Shares 7
Sale and Withdrawal of Shares 7
Termination of Participation 8
Other Information 9
Use of Proceeds 11
Nature of Trading Market; Book Value 11
Trading Market 12
Book Value 13
Description of Common Stock 13
Indemnification 13
Interests of Experts and Counsel 14
Experts 14
Legal Opinion 14
Correspondence 14
=========================================
=========================================
COMMUNITY BANCORP.
Derby Road
Derby, VT 05829
(802) 334-7915
-------------------
DIVIDEND REINVESTMENT PLAN
-------------------
PROSPECTUS
-------------------
Dated December 31, 1995
=========================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
* SEC registration fee . . . . . . . $ 1189.65
* Printing and word processing . . . 3,000.00
* Legal fees and expenses . . . . . 4,500.00
* Accounting fees and expenses . . . 1,000.00
* Blue Sky filing fees and expenses
(including counsel fees) . . . . 500.00
* Other Expenses . . . . . . . . . . 0
Total . . . . . . . . . . . 10,189.65
* Estimated
Item 15. Indemnification of Directors and Officers
Sections 8.50 through 8.58 of the Vermont Business Corporation Act
contain provisions governing the indemnification of corporate directors
and officers. In general, the statute permits a corporation to indemnify
any person who was or is a party to or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or entity, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal action or proceeding, the
indemnified individual must have had no reasonable cause to believe his
conduct was unlawful. With respect to actions or suits by or in the right
of the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit.
Indemnification is not permitted with respect to any claim, issue or
matter as to which such person has been adjudged to be liable to the
corporation unless and only to the extent that the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Additionally, a corporation
is required to indemnify its directors and officers against expenses to
the extent that such directors or officers have been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to above or in defense of any claim, issue or matter therein.
Indemnification can be made by a corporation only upon a
determination made in the manner prescribed by the statute that
indemnification is proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set forth
in the Vermont Business Corporation Act. That statutory indemnification
is not deemed to be exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. A corporation
also has the power to purchase and maintain insurance on behalf of any
person covering any liability incurred by such person in his capacity as
a director, officer, employee or agent of the corporation, or arising out
of his status as such, whether or not the corporation would have the
power to indemnify him against such liability. The indemnification
provided by the Vermont Business Corporation Act, unless otherwise
provided when authorized or ratified, continues as to a person who has
ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.
Article 12 of the Company's Articles of Association contain similar
provisions for indemnification of directors and officers.
The Company has purchased Directors and Officers Liability
Insurance.
Item 16. Exhibits
(5) (23) Opinion and consent of Primmer & Piper, P.C. re legality of
shares.
(23) Consent of A.M. Peisch & Company, independent public accountants.
(99) Stockholder Authorization Form
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement; and
(iv) provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 15 above or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
of the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(5) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Derby, State
of Vermont, on this 14th day of November, 1995
COMMUNITY BANCORP.
[Registrant]
By: /s/ Richard C. White
------------------------------
Richard C. White, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of
this 14th day of November, 1995
Signature Title
/s/ Thomas E. Adams Director
- - -----------------------------------
Thomas E. Adams
/s/ Francis P. Allard Director
- - -----------------------------------
Francis P. Allard
/s/ Jacques R. Couture Director
- - -----------------------------------
Jacques R. Couture
/s/ Elwood Duckless Director
- - -----------------------------------
Elwood Duckless
/s/ Rosemary M. Lalime Director
- - -----------------------------------
Rosemary M. Lalime
/s/ Marcel M. Locke Director
- - -----------------------------------
Marcel M. Locke
/s/ Anne T. Moore Director
- - -----------------------------------
Anne T. Moore
/s/ George B. Roy Director
- - -----------------------------------
George B. Roy
/s/ Richard C. White Director and Chief
- - ----------------------------------- Executive Officer
Richard C. White
/s/ Stephen P. Marsh Chief Financial Officer
- - ----------------------------------- Chief Accounting Officer
Stephen P. Marsh
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
____________________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________________________
COMMUNITY BANCORP.
____________________________________
EXHIBITS
EXHIBIT INDEX
Exhibit 5 and 23 Opinion and Consent of
Primmer & Piper, P.C.
Exhibit 23 Consent of A.M. Peisch & Company
Independent Certified Public Accountants
Exhibit 99 Stockholder Authorization Form
EXHIBIT 5 and 23
December 20, 1995
Community Bancorp.
P.O. Box 259
Derby, VT 05829
Dear Sirs:
You have asked us for our opinion with respect to the legality of certain
shares of Community Bancorp. common stock referred to in a Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission
("SEC") on or about December 20, 1995. We have acted as counsel to you in
connection with the authorization for issuance of up to 200,000 shares of your
common stock, par value $2.50 per share, pursuant to the Community Bancorp.
Dividend Reinvestment Plan, described in a prospectus (the "Prospectus")
contained in the aforementioned Registration Statement.
We are of the opinion that the shares of Community Bancorp. common stock
offered for sale in the Prospectus, when issued in accordance with the terms
of the plan, will be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the reference to this firm in the aforementioned
Prospectus and Registration Statement.
Very truly yours,
PRIMMER & PIPER, P.C.
/s/ Primmer & Piper, P.C.
- - ------------------------------
Primmer & Piper, P.C.
EXHIBIT 23
A. M. PEISCH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
-- SINCE 1920 --
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated January
18, 1995 on the consolidated financial statements included or incorporated by
reference in the Community Bancorp. and Subsidiary Annual Report on Form 10-KSB
for the year ended December 31, 1994, and to all references to our Firm
included in this Registration Statement.
December 20, 1995
St. Johnsbury, Vermont /s/ A. M. Peisch & Company
-------------------------------
A. M. Peisch & Company
Exhibit 99
COMMUNITY BANCORP.
DIVIDEND REINVESTMENT PLAN STOCKHOLDER AUTHORIZATION CARD
I hereby appoint Community National Bank (the "Bank") as my agent under
the Community Bancorp. Dividend Reinvestment Plan (the "Plan") to receive any
cash dividends and other distributions that hereafter may become payable to me
on shares of Common Stock of Community Bancorp. (the "Corporation") and to
apply such funds to the purchase for my account of full and fractional shares
of the Corporation's Common Stock. The Bank is also appointed as my agent to
hold any certificates for shares of Common Stock of the Corporation that I may
deposit with it.
I understand that my participation in the Plan will be governed by the
terms and conditions of the Plan as set forth in the Prospectus describing the
Plan, receipt of which is hereby acknowledged, and that I may terminate this
Authorization at any time by notifying the Bank in writing.
Please sign exactly as
the name(s) appear(s) on __________________________ ___________________
the reverse side. When Shareholder Date
Shares are held by joint
tenants, both should
sign. When signing as __________________________ ___________________
attorney, executor, Shareholder Date
administrator, trustee or
guardian, please give
full title as such. If a __________________________ ___________________
corporation, please sign Shareholder Date
in full corporate name by
president or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
Name(s)______________________________________
THIS IS NOT A PROXY - IF YOU SIGN AND RETURN THIS AUTHORIZATION, CASH
DIVIDEND CHECKS WILL NO LONGER BE SENT TO YOU. FURTHER DIVIDENDS WILL BE
REINVESTED IN ADDITIONAL SHARES OF STOCK.
This authorization card when signed should be mailed to Community
National Bank, P.O. Box 259, Derby, Vermont 05829, Attn: Shareholder Services.
An addressed envelope is provided for your convenience.
