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 421 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, 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. 33-65393
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
maximum maximum
Title of each Amount offering aggregate
class of securities to be price per offering Amount of
to be registered registered(1) share(2) price(2) registration fee
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$2.50 par value 250,000 shs. $10.125 $2,531,250 $668.25
<FN>
<F1> 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> 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 on June 23, 2000.
</FN>
COMMUNITY BANCORP.
Derby Road
Derby, VT 05829
(802) 334-7915
-------------------
DIVIDEND REINVESTMENT PLAN
-------------------
The Dividend Reinvestment 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 without
payment of brokerage commissions or service charges.
Shares purchased under the plan are purchased at the greater of (1) the book
value of the Company's stock as of the end of the preceding fiscal quarter,
or (2) the weighted average of the daily high and low trading prices in trades
of the Company's stock made in the over-the-counter market during the preceding
fiscal quarter for all days on which a trade occurred. (See "DESCRIPTION OF THE
PLAN," Question 12).
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.
Various brokerage firms attempt to match buyers and sellers of the Company's
stock when they receive buy or sell orders from their 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 250,000 shares of $2.50 par value common stock of
the Company registered for purchase under the plan. This prospectus should 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 June 28, 2000.
THE COMPANY
Community Bancorp. is a Vermont corporation organized in 1982 and is a
registered bank-holding company under the federal Bank Holding Company Act
of 1956, as amended. The Company has two bank subsidiaries, Community
National Bank headquartered in Derby, Vermont and Liberty Savings Bank, a
New Hampshire guaranty savings bank that is currently inactive. The address
and telephone number of the Company's principal offices are: PO Box 259,
Derby, Vermont 05829; (802) 334-7915. The Company and Community National
Bank also maintain an Internet website (http://www.
communitynationalbank.com).
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
The following is a question and answer description of the Dividend
Reinvestment plan being offered to the Company's shareholders.
Purpose
1. What is the purpose of the plan?
The purpose of the plan is to provide a convenient and economical way for
the Company's shareholders to purchase 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 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. Because shares purchased
under the plan are held in book entry form (see question 15), participants
thereby avoid the risk of theft, loss or accidental destruction of stock
certificates. In addition, the regular statement of account furnished to
participants (see question 13) will facilitate simplified record keeping.
3. What are the disadvantages of the plan?
Because the purchase price of the shares purchased for participants under
the plan will be based on weighted average daily high and low trading price
information that is not readily available or compiled for public disclosure,
participants will not know the actual price per share paid or the number of
shares purchased, until they receive their regular plan account statement.
In addition, participants cannot pledge shares held in their plan account.
Participation
4. Who is eligible to participate?
Except as otherwise provided in the response to question 5 below, all record
owners of the Company's common stock 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, bank or other
nominee may also participate in the plan through their retirement account
trustee, broker, bank or other 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, bank or other 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.
5. Are there limitations on participation in the plan other than those
described above?
The Company may, in its sole discretion, for any reason, decide not to allow
a shareholder to participate in the plan even if the shareholder qualifies
for participation in the plan.
Some shareholders may be residents of jurisdictions in which the Company
determines that it may not be legally or economically practicable to offer
our stock under the plan, and accordingly residents of those jurisdictions
may be precluded from participating in the plan.
A shareholder's right to participate in the plan is not transferable apart
from a transfer of the underlying common stock to another person.
6. Who administers the plan for participants?
Community National Bank (the "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.
7. 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: Shareholder
Services. 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 4, 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.
8. 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. And, as noted
in question 5, the Company has the right in its discretion to decline to
offer the plan to any shareholder or to decline to accept an enrollment
authorization from any shareholder.
9. 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.
10. 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 (see question12). In the
case of those foreign holders whose dividends are subject to United States
income tax withholding 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.
11. 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.
12. 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 Nasdaq
stock market and no dealer makes a market in the common stock. Various
brokerage firms ordinarily attempt to match buyers and sellers of the Company's
stock when they receive buy or sell orders from their customers, but trading
is not active. In addition, there are occasional trades made in private
transactions not involving any broker. (See "NATURE OF TRADING MARKET; BOOK
VALUE; CASH DIVIDENDS".)
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, or (2) the weighted average of the daily
high and low trading prices of the Company's shares in trades made in the
over-the-counter market during the preceding fiscal quarter for all days
on which a trade occurred. The "weighted average" price takes into account the
number of shares purchased on a particular date (daily trading volume). 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 applicable investment
date. (See "NATURE OF TRADING MARKET; BOOK VALUE; CASH DIVIDENDS.")
Reports to Participants
13. What kind of reports will be sent to participants in the plan?
Participants 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 (including fractional shares to four decimal places) 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.
Participants will also receive copies of the Company's annual and quarterly
reports to shareholders, proxy statements and other shareholder information.
Because statements of account under the plan and reports, proxy statements
and other information about the Company are furnished to shareholders of
record, beneficial owners who participate in the plan through a nominee
holder should make appropriate arrangements with their nominee holder for
forwarding such materials to them.
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 such reports, proxy statements and other information by the
Trustee of the Retirement Savings Plan. (See question 22.)
Dividends
14. Will a participant be credited with dividends on all whole and
fractional shares held in his or her plan account?
Yes. As the agent for plan participants, the Bank will receive dividends for
all shares held by plan participants on the dividend record date, will
credit such dividends to the plan 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
15. 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.
16. May a participant reinvest dividends on less than all shares owned?
A shareholder may not choose to have dividends reinvested on less than all
shares registered in the same name. If a shareholder, however, owns shares
registered 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 choose 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
17. 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 plan account 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 (see question 15) 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 16).
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 15, Dividend Reinvestment Plan accounts for
participants in the Company's Retirement Savings Plan are subject to the
applicable withdrawal restrictions of that plan.
18. What happens to a participant's plan account if a participant sells all
shares of common stock that are registered in the name in which the
plan account is maintained?
If a participant disposes of all of his or her whole shares of common stock
registered in the name in which the plan account is maintained, the plan
account will be terminated and the shareholder will be paid in cash for any
fractional share remaining in his or her 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 until the employee terminates his
investment in the Retirement Savings Plan Company Stock Fund.
Termination of Participation
19. 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 or her 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. A termination of participation
card is enclosed with this prospectus and may be retained for future use.
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 or July 1, by terminating their participation in
the Company Stock Fund. 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,
cash dividends on shares previously subject to the plan will be paid in cash
to the shareholder of record.
Other Information
20. What shares will be offered under the plan?
The Company has registered 250,000 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 treasury shares (shares previously issued
and later reacquired by the Company).
21. What happens if the Company has a rights offering, issues a stock
dividend or declares a stock split?
If the Company issues 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.
22. How will a participant's shares in the plan be voted at meetings of the
Company's shareholders?
Each shareholder of record who participates in the 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.
Beneficial owners should make appropriate arrangements with their nominees
to vote their shares indirectly, through the nominee as the shareholder of
record. Similarly, 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.
23. 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:
In general, if enrolled in the plan, participants will have the same
federal income tax obligations with respect to reinvested dividends as
they would with dividends not so reinvested.
A participant in the plan will be treated as having received, on the
dividend payment date, a distribution equal to the amount of the cash
dividend payable on that date and reinvested under the plan. 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.
Tax consequences will vary depending on the participant's specific
circumstances. 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.
24. May Participants pledge shares in their plan accounts?
Participants may not pledge any shares of stock held in their plan account.
Any pledge of shares in a plan account is null and void. If a participant
wishes to pledge shares, he or she must first withdraw those shares from the
plan account (see question 17).
25. What is the responsibility of the plan Administrator?
In administering the plan, neither the Company nor its agents (including the
Bank) 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 of such event; the prices at which shares are purchased for the
participant's account; the times when purchases are made; or fluctuations in
(1) the high and low daily trading price or daily trading volume of the stock
in trades effected in the over-the-counter market, (2) the book value of
the common stock, or (3) if a market later develops, the market value of the
common stock.
PARTICIPANTS SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE COMMON STOCK PURCHASED UNDER THE PLAN.
WHILE THE COMPANY HAS HISTORICALLY PAID CASH DIVIDENDS TO ITS SHAREHOLDERS,
THE COMPANY CANNOT GUARANTEE THAT DIVIDENDS ON SHARES OF ITS COMMON STOCK
MIGHT NOT BE REDUCED OR ELIMINATED IN THE FUTURE.
26. 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.
27. May the plan be changed or discontinued?
While the Company at the present time expects 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.
28. 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 will
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; CASH DIVIDENDS
As explained in question 12 in "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,
or (2) the weighted average of the daily high and low trading prices of the
Company's shares in trades made in the over-the-counter market during the
preceding fiscal quarter. 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 applicable investment date.
Trading Market
The Company's common stock is not traded on any exchange or in the Nasdaq
stock 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. No broker currently makes a market in the Company's
common stock. While various brokerage firms generally attempt to match buyers
and sellers of the Company's stock when they receive buy or sell orders from
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 of which the Company is aware during the
last three calendar years and during the first quarter of 2000, and the
amount of cash dividends declared in each quarter.
</TABLE>
<TABLE>
<CAPTION>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1997 Trade Price
High $ 9.75 $10.00 $11.00 $11.75
Low $ 9.38 $ 9.75 $10.00 $10.50
Cash Dividends Declared $ .14 $ .14 $ .14 $ .14
1998 Trade Price
High $13.00 $13.75 $15.00 $13.75
Low $11.75 $13.00 $13.75 $11.50
Cash Dividends Declared $ .15 $ .15 $ .15 $ .15
1999 Trade Price
High $13.00 $12.50 $11.00 $10.88
Low $11.88 $12.00 $ 9.25 $ 8.63
Cash Dividends Declared $ .16 $ .16 $ .16 $ .16
2000 Trade Price
High $ 9.25
Low $ 8.62
Cash Dividend Declared $ .16
</TABLE>
Trade price information and cash dividends for the applicable periods have
been restated to reflect a 100% stock dividend paid on June 1, 1998 and a 5%
stock dividend paid on February 1, 1999.
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 or of the intrinsic value of the common stock, particularly
since there is no active public trading market in the Company's common stock.
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 quarterly financial information.
<TABLE>
<CAPTION>
1997 1998 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
March 31 $6.29 $6.47 $6.70 $6.75
June 30 $6.37 $6.53 $6.68
September 30 $6.40 $6.68 $6.73
December 31 $6.47 $6.74 $6.60
</TABLE>
Book value for all applicable periods has been restated to reflect a 100%
stock dividend paid on June 1, 1998 and a 5% stock dividend paid on February
1, 1999.
DESCRIPTION OF COMMON STOCK
The Company has authorized capital stock consisting of 6,000,000 shares of
$2.50 par value common stock. The Company incorporates by reference the
description of the common stock contained 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. (See "WHERE YOU CAN
FIND MORE INFORMATION," below.) The Board of Directors has authorized
250,000 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 Vermont Business Corporation Act and
the Company's Articles of Association the standard for indemnification is
generally that the individual must have acted in good faith and in a manner
he reasonably believed to be in 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.
WHERE YOU CAN FIND MORE INFORMATION
The Company provides its shareholders with annual audited consolidated
financial statements and quarterly unaudited consolidated statements.
Community Bancorp. files proxy statements, reports and other information
with the Securities and Exchange Commission (the "Commission"). You may read
and copy such proxy statements, reports and other information at the
Commission's public reference facilities located 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).
You may also obtain copies of those documents on request 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. has filed with the Commission a registration statement on
Form S-3 under the Securities Act and the rules and regulations thereunder.
This prospectus is a part of that registration statement. As permitted by
the Commission's rules, this prospectus does not contain all of the
information you can find in the registration statement. The registration
statement is available for inspection and copying as set forth above.
The Commission allows the Company to "incorporate by reference" various
documents into this prospectus, which means that the Company can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
considered to be part of this prospectus, except for any information
superseded by information contained in later filed documents incorporated by
reference in this prospectus. The Company incorporates by reference the
documents listed below that it has filed with the Commission and any future
filings it makes with the Commission after the date of this prospectus under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934.
1. The Company's Annual Report on Form 10-K/A for the year ended
December 31, 1999; and
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
3. The Company's Current Report on Form 8-K, filed on April 11,
2000.
4. 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.
You may request a copy of any of these filings, at no cost, by writing or
calling: Community Bancorp., P.O. Box 259, Derby, Vermont 05829, (802) 334-
7915, Attention: Stephen P. Marsh.
EXPERTS
The consolidated financial statements and schedules of Community Bancorp.
and its subsidiaries for the year ended December 31, 1999, incorporated
herein by reference to its Annual Report on Form 10-K/A 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
6, 2000, 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: Chris Bumps, Executive Secretary
(802) 334-7915
===================================== ===================================
TABLE OF CONTENTS
Page
Incorporation of Certain
Documents by Reference
The Company
Description of the Dividend
Reinvestment Plan
Purpose COMMUNITY BANCORP.
Benefits Derby Road
Participation Derby, VT 05829
Reports to Participants (802) 334-7915
Dividends
Certificates for Shares
Sale and Withdrawal of Shares
Termination of Participation
Other Information
Use of Proceeds -------------------
Nature of Trading Market; Book
Value; Cash Dividends DIVIDEND REINVESTMENT PLAN
Trading Market
Book Value -------------------
Description of Common Stock
Indemnification PROSPECTUS
Where You Can Find More
Information -------------------
Interests of Experts and Counsel
Experts Dated June 28, 2000
Legal Opinion
Correspondence
===================================== ===================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
SEC registration fee $ 668
Printing and word processing 3,500
Legal fees and expenses 5,000
Accounting fees and expenses 750
Blue Sky filing fees and expenses
(including counsel fees) 2,000
Other Expenses 0
-------
Total $11,918
<FN>
<F*> Estimated
</FN>
</TABLE>
Item 15. Indemnification of Directors and Officers
Limitation of Liability
As permitted by the Vermont Business Corporation Act, Article Sixteen of the
Company's Articles of Association provides that the Directors will not have
any personal liability to the Company or its shareholders for money damages
for any act or omission based on a failure to discharge his or her statutory
duties as a director, except for (1) the amount of any financial gain to
which he or she was not entitled; (2) an intentional reckless infliction of
harm on the Company or its shareholders, or (3) an intentional or reckless
criminal act. Any future amendment or repeal of the liability limiting
provision would apply prospectively only and not to any act or omission
occurring before the effective date of such amendment or repeal.
Indemnification
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 may 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 Eleven of the Company's Articles of Association authorizes the Board
of Directors to adopt such Bylaws or other arrangements (including
contracts) for indemnification of officers, directors and others as they
deem advisable, to the extent not inconsistent with applicable law. The
Board of Directors has adopted an implementing Bylaw (Article Nine) pursuant
to that authority.
Insurance
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.
(99.1) Stockholder Authorization Form
(99.2) Stockholder Termination Form
(99.3) Letter to Shareholders
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 27th day of June, 2000.
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
27th day of June, 2000.
Signature Title
--------- -----
/s/ Thomas E. Adams Director
-----------------------------------
Thomas E. Adams
/s/ Jacques R. Couture Director
-----------------------------------
Jacques R. Couture
/s/ Elwood Duckless Director
-----------------------------------
Elwood Duckless
/s/ Michael H. Dunn Director
-----------------------------------
Michael H. Dunn
/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/ Dale Wells Director
-----------------------------------
Dale Wells
/s/ Richard C. White Director and Chief Executive Officer
-----------------------------------
Richard C. White
/s/ Stephen P. Marsh Director, Chief Financial Officer and
-----------------------------------
Stephen P. Marsh Chief Accounting Officer
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 99.1 Stockholder Authorization Form
Exhibit 99.2 Stockholder Termination Form
Exhibit 99.3 Letter to Shareholders
