Community Bancorp S-3, filed Oct 30, 2020
Community Bancorp (CMTV)
S-3
2020-10-30
View Original
Added on
October 23, 2026
As filed with the Securities and Exchange Commission on October 30,
2020 (Reg. No. 333-________)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under The Securities Act of
1933
Community Bancorp.
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Vermont
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03-0284070
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(State
or other jurisdiction
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(I.R.S.
Employer Identification Number)
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of
incorporation or organization)
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4811 US Route 5, Derby, Vermont
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05829
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number: (802) 334-7915
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Kathryn
M. Austin, President & CEO
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With a
copy to:
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Community
Bancorp.
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Denise
J. Deschenes, Esq.
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4811 US
Route 5
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Primmer
Piper Eggleston & Cramer PC
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Derby,
VT 05829
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P.O.
Box 349
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(802)
334-7915
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106
Main Street
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Littleton,
NH 03561
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(603)
444-4008
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(Name, address, and telephone number of agent for
service)
Approximate date of commencement of proposed sale to the public:
From time to time, after this Registration Statement becomes
effective.
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.
[ ]
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 this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under Securities Act, check the following box.
[ ]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under Securities Act, check the following
box. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ X ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [ X ]
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Emerging
growth company [ ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities
Act. [ ]
Calculation of Registration Fee
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Proposed
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Proposed
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Title
of each
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Amount
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maximum
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maximum
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class
of securities
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to
be
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offering
price
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aggregate
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Amount
of
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to be
registered
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registered(1)
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per
share(2)
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offering
price(2)
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registration
fee
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Common
Stock, $2.50 par value
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300,000
shares
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$13.60
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$4,080,000
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$445
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(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.
(2)
Estimated solely for the purposes of calculating
the registration fee and, pursuant to Rule 457(c), based on the
average of the bid and asked prices for the Company's common stock
on October 29, 2020 as reported on the OTS Link ATS interdealer
quotation system maintained by the OTC Markets Group Inc. The
Company’s common stock is included in the
OTCQX®
marketplace tier maintained by the OTC
Markets Group Inc.
The prospectus contained in this registration statement also
relates to the shares of the registrant’s common stock
registered on Form S-3D under Reg. No. 333-214340 remaining unsold
on the date hereof.
In accordance with Section 8(a) of the Securities Act of 1933, as
amended, and Rule 462(a) thereunder, this registration statement
shall become effective upon filing with the Securities and Exchange
Commission.
Community Bancorp.
4811 US Route 5
Derby, VT 05829
(802) 334-7915
_________________________
DIVIDEND REINVESTMENT PLAN
300,000 Shares of Common Stock
_________________________
The Dividend Reinvestment Plan of Community Bancorp. (the
“Company,” “we,” “our”) provides a simple and convenient way for
shareholders to purchase additional shares of the Company’s
common stock through reinvestment of cash dividends, without
payment of brokerage commissions or service charges. The shares
purchased with reinvested dividends under the plan may consist of
(1) newly-issued or treasury shares, (2) shares purchased by the
Company or our agent on the open market or in privately negotiated
transactions, or (3) a combination of such shares. Participants
have voting rights as to all shares of common stock purchased for
them under the plan. The Company has designated Computershare Trust
Company, N.A. (“Computershare”
or the “Administrator”),
as the plan administrator, but may name a different administrator
at any time.
The Company's common stock is not traded on any exchange. However,
our common stock is traded under the trading symbol
“CMTV” in the over-the-counter market and is
included in the OTCQX® marketplace tier maintained by the OTC
Markets Group Inc. Bid and ask and trade price information for our
stock is processed by participating brokers through the OTC Markets
Group’s interdealer quotation and broker messaging system,
OTC Link ATS®.
The purchase price of shares under the plan is
●
for newly-issued and treasury shares, the
greater of
(A) the book value of the
Company’s stock as of the end of the preceding fiscal
quarter, or (B) the weighted average of the trading prices in
trades of the Company’s stock reported on the OTC Link
ATS® for the preceding calendar quarter, other than purchases
(if any) made on behalf of the plan; or
●
for
shares purchased on the open market or in privately negotiated
transactions, the weighted average of the actual purchase prices
paid, but not including any brokerage commissions or other fees or
charges, which will be absorbed by the Company. (See
“DESCRIPTION OF THE PLAN,” question 14).
Investment in our shares entails risks. Before investing, you
should read this prospectus carefully, including the information
referenced below under “RISK FACTORS” “WHERE YOU
CAN FIND MORE INFORMATION” and “FORWARD-LOOKING
STATEMENTS.”
This prospectus relates to 300,000 shares of the Company’s
$2.50 par value common stock (subject to standard anti-dilution
adjustments) registered for purchase under the plan.
This prospectus is not an offer to sell securities and it is not
soliciting an offer to buy securities in any state or country where
the offer or sale is not permitted. Neither the Securities and
Exchange Commission (“SEC”) nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense. These shares
are not deposits, are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency, and are subject to
investment risk, including the possible loss of
principal.
The date of this prospectus is
October 30, 2020.
You should retain this prospectus for future
reference.
THE COMPANY
Community Bancorp. (the “Company,” “we,” “us,” “our”) is a Vermont corporation that was
organized in 1982 as a registered bank-holding company for
Community National Bank (the “Bank”) under the federal Bank Holding Company
Act. We and the Bank are headquartered in Derby, Vermont.
Substantially all of our business operations are conducted through
the Bank, which provides a full range of retail banking services to
the residents and businesses in northern and central Vermont. These
services include checking, savings and time deposit accounts,
mortgage, consumer, municipal and commercial loans, safe deposit
and night deposit services, 24 hour telephone banking, mobile
banking and internet banking. In addition, we have a
non-controlling interest in Community Financial Services Group,
LLC, a Vermont-chartered nondepository trust and investment
management company.
As of the date of this prospectus, our common stock, $2.50 par
value per share, is registered with the SEC under Section 12(g) of
the Securities Exchange Act of 1934 and we file reports, proxy
statements and other information with the SEC. (See “WHERE
YOU CAN FIND MORE INFORMATION” below.)
RISK FACTORS
Investing
in our common stock involves risk, including the possible decline
in the value and the illiquidity of your investment. Before making
an investment decision, you should read carefully and consider the
risk factors described in our most recent annual report on Form
10-K for the year ended December 31, 2019, and the new and updated
risk factors in our quarterly report on Form 10-Q for the quarters
ended March 31 and June 30, 2020 filed with the SEC under the
heading “Item 1A. Risk Factors,” as well as any updated
disclosure about risk factors contained in any annual, quarterly or
current reports that we file with the SEC after the date of this
prospectus, all of which reports will be incorporated by reference
in this prospectus when they are filed with the SEC. (See
“WHERE YOU CAN FIND MORE INFORMATION”
below.)
Shareholders
considering participating in the plan should also consider the
additional risk factors below under the caption “Risks
Relating to the Plan,” as well as the information about the
plan, the Company and the Company’s common stock contained
elsewhere in this prospectus, including the information regarding
the absence of an active, liquid trading market in our common stock
set forth in questions 14, 19 and 29 under “DESCRIPTION OF
PLAN” and in the section captioned “NATURE OF TRADING
MARKET; BOOK VALUE; CASH DIVIDENDS.”
Risks Relating to the Plan
You will not be able to predict or control the price at which
shares of our common stock will be purchased under the plan.
You will not be able to control the purchase price of shares
acquired under the plan, nor will you know the price of the shares
you purchase under the plan in advance of any purchase. The price
of our shares will fluctuate over time, including between
declaration of a dividend and payment and purchase of shares under
the plan. The price you pay under the plan may differ from and be
higher or lower than the price you would have obtained if you had
purchased the shares on the open market on the relevant plan
investment date.
There is no price protection for shares you purchase through the
plan. Your investment in shares acquired through the plan,
like shares acquired outside the plan, will be exposed to changes
in market conditions and changes in the market price of the shares.
Because our stock is thinly traded, it is subject to significant
price volatility and the price at which it trades may or may not
reflect its intrinsic value.
You will not be able to control the price or timing of shares you
sell through the plan. If you sell shares through the plan
Administrator, you will not have control over the timing or
purchase price of those sales. Your ability to liquidate or
otherwise dispose of shares in the plan is subject to the terms of
the plan and to plan withdrawal procedures, and may be adversely
affected by the absence of a liquid trading market in our common
stock. If you instruct the plan Administrator to sell shares in
your plan account via batch sale (see question 19 under
“DESCRIPTION OF PLAN” below), you will not be able to
direct the time or price at which the shares are sold, nor will you
be able to select the broker through which the sales are made. You
could sell shares through the plan at a price that is different
from the price that would apply if instead you obtained a
certificate for the shares and sold them through your own broker on
the open market on the related sale date or in a private
sale.
The existence of the plan does not create any assurance that
dividends will continue to be paid in the future. Our board
of directors has the discretion to declare dividends and their
decision depends on numerous factors, including our earnings,
financial condition, capital requirements, strategic initiatives,
regulatory requirements and other factors. The existence of the
plan does not create any express or implied assurance as to the
continued payment of dividends in the future, nor as to the amount
or rate of any future dividend payments.
The issuance of additional shares under the plan could dilute the
value of your shares and your voting power. The issuance of
additional shares under the plan could adversely affect the per
share market price of our shares. In addition, the issuance of
additional shares could dilute your percentage ownership interest
and voting power.
You
should consult your own financial, tax, legal, and other advisors
about whether to participate in the plan.
4
DESCRIPTION OF THE PLAN
Purpose
1. What is the purpose of the plan?
The plan provides a convenient and economical way for our
shareholders to purchase additional shares of our common stock,
without payment of brokerage commissions or service charges. In
addition, when newly-issued or treasury shares are sold to
participants in the plan, the share purchases provide funding for
our continuing operations and general corporate
purposes.
Benefits
2. What are the benefits of the plan?
The plan offers participants a number of benefits. Participants
reinvest their cash dividends automatically in additional shares of
our common stock without payment of any brokerage commissions or
service charges. In addition, because the plan provides for the
purchase of fractions of shares (up to six decimal places) and for
reinvestment of dividends on fractional, as well as whole, shares,
participants obtain full investment use of funds. Participants also
avoid the risk of theft, loss or accidental destruction of stock
certificates because shares purchased under the plan are held in
book entry form through the Direct Registration System (DRS) (see
question 18). And the regular statement of account furnished to
participants (see question 15) facilitates simplified record
keeping. Participants are also able to sell their book-entry shares
through the plan, without first having to convert the shares to
certificate form or having to maintain a brokerage account of their
own, although they will still incur sales charges (see question
19).
3. What are the disadvantages of the plan?
As described in question 14, the purchase price of newly-issued or
treasury shares under the plan is equal to the greater of (i) the book value per share as of the end of the
previous calendar quarter or (ii) the weighted average trading
price in trades in the over-the-counter market for the previous
calendar quarter, and the purchase price of shares acquired on the
open market or in privately negotiated transactions will be the
actual prices paid for such shares, excluding any purchase-related
fees or commissions. Trade price information for our common stock
is not readily available or compiled for public disclosure (see
question 14). Therefore, participants will not know the actual
price paid per share or the number of shares purchased, until they
receive their regular quarterly plan account statement. Further,
because there is no active public trading market in our common
stock and the trading volume in our stock is low, the purchase
price paid by participants may not represent the intrinsic value of
the shares. (see “NATURE OF TRADING MARKET; BOOK VALUE; CASH
DIVIDENDS”).
In addition, participants cannot pledge shares held in book entry
for their plan account (see question 26).
There is a charge to participants who have their book entry plan
shares converted from book entry to certificated form (see question
27) and a charge for participants who wish to sell some or all of
the shares in their plan account through the plan Administrator
(see question 19).
Participation
4. Who
is eligible to participate?
Except as otherwise provided in the response to question 6 below,
all shareholders of record of the Company’s common stock are
eligible to participate in the plan. You are a “shareholder
of record” if your shares of our common stock are registered
in your own name rather than in the name of a third party, such as
your bank or broker.
5. How do I participate if my shares are held for me by
my bank or broker and registered in “street name” or in
the name of a trustee or other nominee?
If your Company stock is held on your behalf in the name of your
bank or broker (held in “street name”), or by a trustee
or other nominee holder, in order to participate in the plan you
will need to arrange with your bank, broker, trustee or other
nominee, as the shareholder of record, to participate in the plan
on your behalf.
5
6. Are there limitations on participation in the plan
other than those described above?
The Company retains the right to decide, for any reason, not to
allow a shareholder to participate in the plan even if the
shareholder otherwise qualifies for participation.
For example, some shareholders may be residents of certain states
or foreign jurisdictions in which the Company determines that it
may not be legally or economically practicable to offer our stock
under the plan due to applicable requirements of state or foreign
securities laws, and accordingly, residents of those states or
other jurisdictions may be precluded from participating in the
plan.
A shareholder’s right to participate in the plan is not
transferable and may be terminated by the Company at any
time.
7. Is there an enrollment fee?
There is no set-up or other fee for enrolling in the
plan.
8. Who administers the plan?
The Company has designated Computershare Trust Company, N.A.,
(“Computershare”)
as plan administrator (the “Administrator”).
Computershare is also the transfer agent for our common stock. The
Administrator is responsible for plan recordkeeping and reporting
and other administrative duties relating to the plan. Contact
information for Computershare is contained elsewhere in this
prospectus under the caption
“CORRESPONDENCE.”
The Company reserves the right to designate a successor
administrator or co-administrator at any time. The Administrator
may delegate some or all of its duties to one or more affiliated or
unaffiliated service providers. The Company and the Administrator
may make these designations at any time, and without notice to or
consent of the plan participants.
9. How do eligible shareholders enroll in the
plan?
Eligible shareholders may enroll in the plan at any time through
Computershare’s website, www.computershare.com/investor
or by completing and signing an
enrollment form and returning it to the address listed below under
“CORRESPONDENCE.” (See question
10.)
10. When may a shareholder join the plan?
An eligible shareholder may join the plan at any time. In general,
the Administrator will process enrollment forms within five
business days of receipt. If an enrollment form is received and
processed before the record date established for a particular cash
dividend, reinvestment will commence with that dividend. If
processing of an enrollment form is completed after the record date
for payment of a dividend, reinvestment of dividends will not begin
until the dividend payment date following the next record date.
Although we cannot provide any assurance that dividend payments on
the Company’s common stock will be made in future periods, or
if made, that they will follow past practices as to timing,
historically the record dates for determining shareholders entitled
to payment of quarterly dividends have fallen on or about the
fifteenth day of the months of January, April, July and October. As
noted in question 6, the Company has the right in its discretion to
decline to offer the plan to any shareholder or to decline to
accept an enrollment from any shareholder.
11. Do participants bear any expenses in connection with
purchases under the plan?
Participants will not incur any brokerage commissions or service
charges for share purchases made under the plan. The Company will
bear all costs of administering the plan and of issuing new or
treasury shares to plan participants, as well as all
purchase-related fees or commissions for acquiring shares in the
open market or in privately negotiated transactions. However, a
participant who directs the Administrator to sell shares of common
stock held in his or her plan account will be responsible for any
fees or other charges incurred in connection with such sale (see
question 19) and a participant who requests a certificate for
shares and removal of such shares from book entry, will incur a
certificate fee (see question 18).
6
12. 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 cash dividends reinvested and the purchase price of
the common stock. Each participant’s account will be credited
with that number of shares of our common stock, including fractions
computed up to six decimal places, equal to the total amount of
cash dividends to be invested, divided by the purchase price per
share (see question 14). 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.
13. When will shares of common stock be purchased under
the plan?
Purchases under the plan will be made on the applicable 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. In general, if the source of the shares
is newly-issued or treasury shares, the shares will be purchased
and allocated to participants on the applicable dividend payment
date. If there is a delay for any reason in the purchase date,
interest will not be paid on cash dividends pending the purchase.
Although we cannot provide any assurance that dividend payments
will be made on the Company’s common stock in future periods,
or if made, that they will follow past practices as to timing,
historically cash dividends have been paid on or about the first
day of the months of February, May, August and
November.
14. What is the purchase price of shares under the
plan?
The price at which shares are purchased under the plan depends on
the source of the shares, as follows:
●
Newly-Issued or Treasury
Shares: The purchase price will
be the greater of (i) the book value per share of the
Company’s common stock as of the end of the preceding
calendar quarter, or (ii) the weighted average of the trading
prices of the Company’s shares in all trades made in the
over-the-counter market (subject to adjustment, in some cases, as
described in this paragraph) during the preceding calendar quarter,
as reported on the OTC Link ATS®
interdealer quotation and messaging
system maintained by OTC Markets Group Inc. The “weighted
average” price takes into account the number of shares
purchased at a particular price. The calculation of the weighted
average quarterly price will be adjusted to exclude purchases
reported on the OTC Link ATS®
that were made on behalf of the plan
(if any).
●
Shares Acquired in the Open
Market or in Privately Negotiated Transactions: The purchase price will be the weighted average of
actual prices paid by the plan to acquire the shares, but not
including any brokerage commissions, fees or other purchase
expenses, which will be borne by the Company. The Administrator, or
its agent, or an agent designated by the Company, will purchase the
shares for the plan.
If the source of shares is a combination of newly-issued or
treasury shares and shares acquired in the open market or in
privately negotiated transactions, the price for shares purchased
under the plan will be the weighted average of the combined
prices.
The Company’s common stock is included in the OTCQX
marketplace tier maintained by the OTC Markets Group Inc. However,
there is currently no established public trading market for the
Company’s common stock. Shares of the Company’s common
stock are not traded on any national or regional stock exchange,
and no dealer makes a market in our common stock. Various brokerage
firms ordinarily attempt to match buyers and sellers of our stock
when they receive buy or sell orders from their customers, but
trading is not active. In addition to transactions through
brokerage firms, there are occasionally trades made in private
transactions not involving any broker and for which there is no
publicly available information. As discussed below under
“NATURE OF TRADING MARKET; BOOK VALUE; CASH DIVIDENDS,”
limited information on bid and ask price quotations posted by
participating brokerage firms is published on the OTC Markets
Group’s website (www.otcmarkets.com)
under the Company’s trading symbol “CMTV”. In
addition, information on actual trades by participating brokers
through the OTC Link ATS®,
including price and volume information, is available from the OTC
Markets Group on a subscription basis. The
Company utilizes trade price and volume information compiled and
reported by the OTC Link ATS®
in calculating the purchase price for
newly-issued or treasury shares sold to participants under the
plan, as described above. The absence of an established public
trading market in the Company’s common stock presents risks
for participants and should be carefully evaluated. (See
“RISK FACTORS” above.)
Reports to Participants
15. What kind of reports and other information do
participants receive?
Participants receive a statement of account for each quarter in
which dividends are reinvested. Each statement contains the date of
the purchase, the amount of dividends reinvested, the purchase
price per share, the number of shares acquired (including
fractional shares up to six decimal places) and the total number of
shares held before and after the purchase. These statements provide
participants with a record of the cost of purchases and should be
retained for tax purposes.
Like other Company shareholders, plan participants also receive
copies of the Company’s annual and quarterly reports to
shareholders, proxy statements and other shareholder information.
Because statements of account and other shareholder mailings 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 (see question 5).
7
Dividends
16. Are participants credited with dividends on all
whole and fractional shares held in their plan
account?
Yes. Cash dividends on both whole and fractional shares held by
participants on the dividend record date are credited to their plan
account and automatically reinvested to purchase additional shares
of common stock. Share purchase allocations under the plan are made
to six decimal places.
17. May dividends be reinvested 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. However, if a
shareholder 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 shares are
represented by certificates or held in book
entry.
Certificates for Shares
18. Are certificates issued for shares of common stock
purchased under the plan?
Unless requested, certificates for shares of common stock purchased
under the plan are not ordinarily issued. Rather, shares purchased
under the plan are credited in book entry form to the
participant’s account. The total number of shares registered
to a participant in the name in which the plan account is
maintained are shown on the quarterly account statement, whether
those shares are represented by certificates or are held in book
entry, or a combination of certificates and book
entry.
Certificates for any number of whole shares
credited to a participant’s
account will be issued by Computershare, our transfer agent, upon
request and payment of Computershare’s certificate fee
(currently $25 per certificate, but subject to change). Even if a
certificate is issued representing shares previously held in book
entry form, as long as the participant remains enrolled in the plan
and the share certificate(s) are registered in the same name in
which the plan account is maintained, dividends paid on the shares
represented by those certificates will continue to be reinvested
under the plan.
Certificates representing fractional shares will not be issued
under any circumstances.
Sale and Withdrawal of Shares
19. May a participant sell or transfer shares purchased
under the plan?
A participant who wishes to sell or transfer all or a portion of
the whole
shares credited to his or her
plan account must either (i) request that certificates be issued
representing such shares (see question 18) or request that
Computershare transfer the shares through the DRS to the
participant’s broker and then make his or her own
arrangements for sale through the broker; or (ii) direct the
Administrator to arrange for sale of the shares via the batch order
process described below.
The following process is available (subject to applicable market
conditions) for participants who wish to sell whole shares in their
plan account through the plan Administrator:
●
Batch Order. A batch order is an accumulation of multiple
sale requests for a security submitted together as a collective
request. You can sell shares by batch order through the plan online
through Investor Center at www.computershare.com/investor,
by calling the Administrator at 1-800-368-5948 during normal
business hours or by completing and returning the form located on
the back of your Dividend Reinvestment Plan statement. Batch orders
are submitted on any market day on which there are sale requests to
be processed. Sale instructions for batch orders received by the
Administrator generally will be processed no later than five
business days after the date on which the order is received (except
where deferral is required under applicable federal or state laws
or regulations), assuming the applicable market is open for trading
and sufficient market liquidity exists. For a batch order sale, the
price to each selling plan participant will be the weighted average
sale price(s) obtained by the Administrator’s broker for the
aggregate order placed by the Administrator and executed by the
broker, less a transaction fee of $25 plus a trading fee of $0.12
per share sold*. The Administrator’s fees are subject to
change. Once
received by the Administrator, batch order sale instructions are
final and cannot be stopped or cancelled.
*The per share trading fee covers any brokerage commissions the
Administrator is required to pay. All sales requests processed over
the telephone by a Computershare customer service representative
entail an additional fee of $15. Fees are deducted from the
proceeds derived from the sale and are subject to change. The
Administrator may, under certain circumstances, require a
transaction request to be submitted in writing. Please contact the
Administrator to determine if there are any limitations applicable
to your particular sale request.
Fractional
shares will remain in book entry, unless your batch order sale
involves a sale of all of your whole shares held in your plan
account. In that case, your enrollment in the plan will
terminate and any remaining fractional share will be settled in
cash, at the same sale price applicable to the batch order sale
transaction. In addition, for purposes of calculating the batch
order per share trading fee, the fractional share will be rounded
up to the next whole share.
8
20. What happens if a participant sells or transfers all
whole 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 remaining fractional share. If
the sale of all of the participant’s whole shares occurs
through a batch sale, cash settlement of any remaining fractional
share will be as described in question 19. If the sale of all
of a participant’s shares occurs outside the batch sale
process (such as through the participant’s broker),
cash settlement of any fractional
share will be based on the latest closing price for shares in the
OTCQX marketplace.
Termination of Participation
21. How does a participant terminate his participation
in the plan?
A participant may terminate his or her participation in the plan at
any time by notifying the Administrator through Computershare
Investor Center accessible at www.computershare.com/investor,
by phone at 1-800-368-5948 or in writing. Following receipt of
notification, in accordance with the participant’s
instructions, the Administrator will discontinue the reinvestment
of dividends paid on the shares enrolled and/or held in the
participant’s plan account and continue to hold any whole
book entry shares in book form on the participant’s behalf.
Alternatively, if the participant does not wish to maintain whole
shares in book entry, subject to payment of a certificate fee (see
question 18), the Administrator will issue a certificate
representing the whole shares. In either case, fractional shares
will be settled in cash based on the latest closing price in the
OTCQX marketplace.
In addition, as noted in question 20, participation in the plan
terminates automatically if the participant disposes of all of his
or her whole shares registered in the name in which the plan
account is maintained.
Other Information
22. What shares are offered under the plan?
Currently, the Company has registered 300,000 shares of its $2.50
par value common stock with the SEC for issuance under the plan.
The number of shares registered and available for sale under the
plan is subject to anti-dilution adjustments to reflect any stock
splits or stock dividends. The shares issued from time to time
under the plan will be newly-issued shares of the Company’s
common stock or treasury shares (shares of common stock previously
issued and later reacquired by the Company), or shares purchased in
the open market or in privately negotiated transactions, or a
combination of such shares, as the Company may determine from time
to time in its discretion.
23. What happens if the Company declares a special cash
dividend, issues a stock dividend or declares a stock split or has
a rights offering?
Historically, the Company has not paid any special cash dividends.
Should such a dividend be paid in the future, it will be reinvested
for participants in accordance with the terms of the
plan.
Any stock dividend or common shares resulting from stock splits
with respect to full shares and fractional shares credited to a
participant’s account will be added to the plan account. If
the Company issues to its shareholders rights to purchase
additional shares or other securities, the rights will be
distributed to participants, or the Administrator will seek
instructions from the participants as to whether to exercise such
rights on their behalf.
24. Do participants have the right to vote the shares
held in their plan account at meetings of the Company’s
shareholders?
Participants are furnished a proxy card and proxy statement for
shareholder meetings and are entitled to vote any shares held in
their plan account, including fractional shares.
Beneficial owners who participate in the plan indirectly should
make appropriate arrangements with their nominees to vote their
shares through the nominee as the shareholder of
record.
25. 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 are
summarized below.
9
In general, participants will have the same federal income tax
obligations with respect to reinvested dividends as they would with
dividends not so reinvested.
●
A
participant 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 shares acquired through the plan will generally be the
purchase price of the shares on the purchase date.
●
If
the source of shares purchased under the plan is shares purchased
by the Administrator or its agent on the open market or in
privately negotiated transactions, any brokerage fees, service
charges or other fees that the Company pays or absorbs will be
treated as additional dividend income to the participants for
federal income tax purposes and may be added to the tax basis of
the shares acquired.
●
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 or her plan account,
either upon request for such certificates or upon withdrawal from
the plan.
●
A
participant will recognize gain or loss upon the sale or exchange
of whole shares measured by the difference between the amount he or
she receives for the shares and his or her tax basis in such
shares.
●
The
receipt of cash for any 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.
●
Purchases
and sales of shares through the plan are not exempt from Internal
Revenue Service “wash sale” rules (which apply
generally to purchases and sales made within 30 days of each
other).
The tax consequences of participating in the Dividend Reinvestment
Plan will vary depending on your specific circumstances, including
your state or other jurisdiction of residence. You are therefore
urged to consult your own tax advisor for further information as to
the particular tax consequences -federal, state and local- which
may result from your 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.
26. May participants pledge shares purchased for their
plan accounts?
Participants may not pledge any shares of stock held in book entry
form in their plan account. Any attempted pledge of such book entry
shares will be null and void. If you wish to pledge shares that are
held in your plan account in book entry or held in safekeeping
under the DRS, you must first withdraw them from book entry by
obtaining a certificate representing those shares (see questions 18
and 27).
27. May plan participants submit their certificates to
Computershare for safekeeping?
Yes, Company shareholders, including plan participants, may tender
any certificates for Company common stock to Computershare for
safekeeping. Certificates tendered for safekeeping will be
cancelled by our transfer agent and the shares recorded in book
entry form through the DRS. There is currently no fee for
converting certificated shares to book entry for safekeeping, but
our transfer agent will charge a fee to re-convert the book entry
shares to certificate form (currently $25 per certificate, but
subject to change). Holding shares in book entry form protects
participants against loss, theft or destruction of stock
certificates.
If you wish to deposit your stock certificates, you must mail your
request and your certificates to Computershare as shown under
“CORRESPONDENCE” below. The certificates should not be
endorsed. Certificates mailed to the Administrator should be
insured for possible mail loss for 3% of the market value (minimum
of $50.00); this represents your replacement cost if the
certificates are lost in transit to Computershare.
28. What is the responsibility of the Company and the
plan Administrator?
In administering the plan, neither the Company nor its agents
(including the Administrator) 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 any of
the following: (i) failure to terminate a participant’s
account upon participant’s death or adjudicated incompetency
prior to receipt of written notice of such event and passage of a
reasonable time on which to act upon such notice; (ii) the prices
at which shares are purchased or sold for the participant’s
account; (iii) the inability to purchase or sell shares or the
times when purchases or sales are made; (iv) fluctuations in the
book value of the Company’s common stock or in the trading
prices or trading volume of the stock in trades made in the
over-the-counter market; or (v) the amount of any bid or ask price
quotations or broker reported sale prices, or the available share
volume in the over-the-counter market.
10
PARTICIPANTS ARE ADVISED THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE COMMON STOCK PURCHASED UNDER THE
PLAN.
FURTHER, WHILE THE COMPANY HAS HISTORICALLY PAID REGULAR QUARTERLY
CASH DIVIDENDS TO ITS SHAREHOLDERS, THE COMPANY CANNOT GUARANTEE
THAT CASH DIVIDENDS ON SHARES OF ITS COMMON STOCK MIGHT NOT BE
REDUCED, SUSPENDED OR ELIMINATED IN THE FUTURE.
29. Who bears the risk of fluctuations in the purchase
price or value of the common stock?
The participant bears the risk of loss and realizes the benefits of
any gain from changes in the purchase price under the plan or in
the value of shares held in the participant’s plan account or
otherwise. A participant’s investment in shares acquired
under the plan is no different from investment in directly-held
shares in this regard.
30. May the plan be changed or
discontinued?
The Company reserves the right, in its sole discretion, to suspend,
terminate or amend the plan at any time, including during the
period between a dividend record date and the related dividend
payment date. Participants will be notified in writing of any such
suspension or termination or any material amendment to the plan.
The Company also reserves the right to terminate any
participant’s plan account at any time.
31. Who interprets the plan?
The Company interprets the terms of the plan and its determinations
are final.
NATURE OF TRADING MARKET; BOOK VALUE; CASH DIVIDENDS
Trading Market and Dividends
Our common stock is not traded on any national or regional stock
exchange. There is at present no active public trading market for
our common stock and we cannot provide any assurance that an active
public trading market will develop in the future. No brokerage firm
currently makes a market in our common stock. While various
brokerage firms generally attempt to match buyers and sellers of
our 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 numerous willing buyers and
willing sellers of the stock at any given time and such presence
is, in turn, dependent upon the individual decisions of purchasers
and sellers over which neither the Company nor any broker has
control. Because there is no active public trading market in our
stock, we cannot provide any assurance that the purchase price of
the shares under the plan (see “DESCRIPTION OF THE
PLAN,” question 14) reflects the intrinsic value of our stock
or bears any relationship to our assets, earnings or other
established criteria for valuation of stock, nor can we provide any
assurance that a plan participant or other shareholder will be able
to liquidate his or her investment at a time of his or her
choosing.
Our common stock is traded in the over-the-counter market under the
trading symbol “CMTV” and is included in the OTCQX
marketplace tier maintained by the OTC Markets Group. The OTC
Markets Group also maintains the OTC Link ATS®,
an interdealer quotation and messaging software platform that
facilitates trades in over-the-counter stocks by participating
FINRA-registered brokers. Certain brokerage firms post bid and ask
quotations for our common stock in the OTC Link
ATS®
and that information is publicly
available on the OTC Markets Group’s website,
(www.otcmarkets.com).
Information on actual trades in our
stock, including trade price and volume, is available on a
subscription basis from the OTC Markets Group and the Company uses
quarterly summaries of that information to calculate the purchase
price under the plan for newly issued or treasury shares.
These quarterly summaries are available from the OTC Markets Group
by purchase only and are not posted on its website.
The table below sets forth for the periods indicated (i) the ranges
of high and low prices paid per share for the Company’s
common stock, (ii) the weighted average trade price information for
the quarters presented, and (iii) the amount of cash dividends
declared in each quarter. The trade price information in
this table and bid information in the second table is based on
information reported by participating FINRA-registered brokers in
the OTC Link ATS® system and may not represent all trades or
high and low bids during the relevant periods. Such price
quotations reflect inter-dealer prices without retail mark-up,
mark-down or commission and bid prices do not necessarily represent
actual transactions.
11
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|
2018
Trade Price
|
|
|
|
|
|
High
|
$18.50
|
$18.25
|
$18.90
|
$19.39
|
|
Low
|
$16.55
|
$16.50
|
$16.91
|
$16.00
|
|
Weighted Average
Trade Price
|
$17.33
|
$17.29
|
$17.81
|
$16.69
|
|
Cash Dividends
Declared
|
$0.17
|
$0.19
|
$0.19
|
$0.19
|
|
|
|
|
|
|
|
2019
Trade Price
|
|
|
|
|
|
High
|
$17.20
|
$17.95
|
$17.00
|
$17.90
|
|
Low
|
$15.94
|
$16.34
|
$15.07
|
$15.15
|
|
Weighted Average
Trade Price
|
$16.61
|
$16.73
|
$16.20
|
$15.95
|
|
Cash Dividends
Declared
|
$0.19
|
$0.19
|
$0.19
|
$0.19
|
|
|
|
|
|
|
|
2020
Trade Price
|
|
|
|
|
|
High
|
$16.39
|
$14.00
|
$14.24
|
|
|
Low
|
$9.55
|
$10.40
|
$12.60
|
|
|
Weighted Average
Trade Price
|
$14.75
|
$12.24
|
$13.02
|
|
|
Cash Dividends
Declared
|
$0.19
|
$0.19
|
$0.19
|
|
Participants are advised that the above trading price information
reflects only trades reported by participating brokers through the
OTC Link ATS®
and that management of the Company
does not know the price at which all trades were conducted during
the periods indicated. Further, past trading prices are not
necessarily indicative of future trading prices or of the intrinsic
value of our common stock, particularly since there is no active
public trading market in the Company’s
stock.
Set forth below is a summary of the high and low quarterly bid
information reported in the OTC Link ATS®
by participating brokers for the last
two calendar years and the first three quarters of
2020:
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|
|
|
|
|
|
|
2018
Bid Price
|
|
|
|
|
|
High
|
$18.10
|
$17.55
|
$18.80
|
$18.25
|
|
Low
|
$16.55
|
$16.60
|
$16.95
|
$16.00
|
|
|
|
|
|
|
|
2019
Bid Price
|
|
|
|
|
|
High
|
$17.20
|
$17.40
|
$16.88
|
$17.00
|
|
Low
|
$16.12
|
$16.34
|
$15.14
|
$15.40
|
|
|
|
|
|
|
|
2020
Bid Price
|
|
|
|
|
|
High
|
$16.30
|
$13.99
|
$13.50
|
|
|
Low
|
$9.55
|
$11.25
|
$12.50
|
|
Book Value
The table below shows the per share book value of our common stock
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.
|
|
2018
|
2019
|
2020
|
|
|
|
|
|
|
March
31
|
$10.99
|
$11.97
|
$13.14
|
|
June
30
|
$11.18
|
$12.32
|
$13.52
|
|
September
30
|
$11.42
|
$12.60
|
$13.85
|
|
December
31
|
$11.72
|
$12.86
|
|
12
USE OF PROCEEDS
Reinvested dividends used to purchase newly-issued or treasury
shares for participants will be retained by the Company and those
funds will be available for use in our continuing operations and
for our general corporate purposes. The Company will not receive
the proceeds of any shares that are purchased on the open market or
in privately negotiated transactions, and we may incur expenses in
connection with such purchases (see “DESCRIPTION OF THE
PLAN,” questions 11 and 14). The Company has no basis for
estimating either the number of shares of common stock that will
ultimately be sold pursuant to the plan, the amount of dividends
that will be reinvested, or the source of the shares.
INDEMNIFICATION
Our officers and directors are entitled to indemnification under
the Company’s Amended and Restated Articles of Association
and By-laws against expenses and liability 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 Amended and
Restated Articles of Association and By-laws, the standard for
indemnification is generally that the individual must have acted in
good faith and in a manner he or she reasonably believed to be in
the best interests of the Company. Employees and agents of the
Company may also be indemnified under the same standards applicable
to directors and officers, in the Company’s
discretion.
Management is not aware of any pending or threatened litigation
that 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 SEC such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file electronically with the SEC proxy statements, annual,
quarterly and current reports and other information. You may
inspect our filings free of charge over the internet at the
SEC’s website, at www.sec.gov
or through our internet website
at www.communitybancorpVT.com.
This prospectus is a part of a registration statement that we filed
with the SEC covering the shares offered for purchase under the
plan. As permitted under SEC rules, this prospectus does not
contain all of the information you can find in the registration
statement. The complete registration statement is available for
inspection and copying on the SEC’s internet website as set
forth above.
We are allowed to “incorporate by reference” into this
prospectus the information in various documents we file with the
SEC. That means that we can disclose important information to you
by referring you to another document filed separately with the SEC.
The information incorporated by reference is considered to be part
of this prospectus and should be read with the same care. When we
update the information contained in documents that have been
incorporated by reference by making future filings with the SEC,
the information incorporated by reference in this prospectus is
considered to be automatically updated and superseded. If you are
considering whether to rely on information contained in this
prospectus or information incorporated by reference into this
prospectus, you should rely on the updated information contained in
the document that was filed later.
We incorporate by reference into this prospectus the documents
listed below that have been filed with the SEC, as well as any
future filings we make with the SEC after the date of this
prospectus under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the termination of this
offering:
●
The
Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, as amended on Form 10-K/A;
●
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020;
●
The
Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2020, as amended on Form 10-Q/A;
●
The
Company’s Current Reports on Form 8-K, filed on January 22,
March 12, April 8, April 22, June 11, July 16, July 20, July 22,
September 24, October 6 and October 20, 2020 (excluding, in each
case, any information or documents furnished but not filed
therewith); and
●
The
description of the Company’s common stock filed as Exhibit
4(iii) to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019.
You may request a copy of any of our filings with the SEC, at no
cost, by writing or calling: Community Bancorp., 4811 US Route 5,
Derby, Vermont 05829, (802) 334-7915, Attention: Melissa
Tinker, Assistant Corporate Secretary.
13
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents we incorporate by
reference, contains forward-looking information about the Company
that is intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. These statements can be
identified by the use of forward-looking terminology such as
“believe,” “expect,” “may,”
“will,” “should,” “project,”
“plan,” “seek,” “intend,” or
“anticipate” or comparable terminology, and include
discussions of strategy, financial projections and estimates and
their underlying assumptions, statements regarding plans,
objectives, expectations or consequences of announced transactions,
known trends, and statements about the future performance,
operations, products and services of the Company and the
Bank.
Discussions containing forward-looking statements may be found,
among other places, in this prospectus and our Annual Report on
Form 10-K, Current Reports on Form 8-K and Quarterly Reports on
Form 10-Q filed with the SEC from time to time. These
forward-looking statements are or will be, as applicable, based
largely on our expectations and projections about future events and
future trends affecting our business. You should not rely on our
forward-looking statements because the matters they describe are
subject to known and unknown risks, uncertainties and other
unpredictable factors, many of which are beyond our control (see
“RISK FACTORS” above), that could cause actual results
to differ materially from those anticipated in the forward-looking
statements.
We qualify all our forward-looking statements by these cautionary
statements. These forward-looking statements speak only as of the
date of this prospectus or the date of the document in which they
appear. Except as required by applicable laws or regulations, we do
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. When considering these forward-looking
statements, you should keep in mind these risks and uncertainties
(see “WHERE YOU CAN FIND MORE INFORMATION”
above).
EXPERTS
The consolidated financial statements of Community Bancorp. and
Subsidiary for the year ended December 31, 2019, and
management’s assessment of our internal control over
financial reporting as of December 31, 2019, contained in our
Annual Report on Form 10-K for the year then ended, were audited by
Berry, Dunn, McNeil & Parker, LLC, independent registered
public accountants, as set forth in their report with respect
thereto dated March 16, 2020, and are incorporated in this
prospectus 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 the law firm of
Primmer Piper Eggleston & Cramer PC.
CORRESPONDENCE
Correspondence concerning the plan, including enrollments,
terminations and certificate safekeeping requests, should be
addressed to the plan Administrator at:
By mail:
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Be sure to reference Community Bancorp and your plan account number
in all correspondence.
By telephone (toll free):
Computershare Trust Company, N.A.: 1-800-368-5948. An automated
phone system is available 24 hours a day, 7 days a week. Customer
service representatives are available from 8:30 a.m. to 6:00 p.m.
Eastern time each business day.
Via the Internet:
www.computershare.com. Messages
forwarded on the internet will be responded to
promptly.
14
|
TABLE
OF CONTENTS
|
Page
|
|
|
|
|
|
|
The
Company
|
4
|
4811 US Route 5
|
|
Risk
Factors
|
4
|
Derby, VT 05829-0259
|
|
Description
of the Plan
|
5
|
(802) 334-7915
|
|
Purpose
|
5
|
|
|
Benefits
|
5
|
__________
|
|
Participation
|
5
|
|
|
Reports
to Participants
|
7
|
DIVIDEND REINVESTMENT PLAN
|
|
Dividends
|
8
|
__________
|
|
Certificates
for Shares
|
8
|
|
|
Sale
and Withdrawal of Shares
|
8
|
|
|
Termination
of Participation
|
9
|
|
|
Other
Information
|
9
|
|
|
Nature
of Trading Market; Book Value;
|
11
|
PROSPECTUS
|
|
Cash
Dividends
|
12
|
|
|
Trading
Market and Dividends
|
12
|
|
|
Book
Value
|
12
|
|
|
Use of
Proceeds
|
13
|
|
|
Indemnification
|
13
|
Dated
October 30, 2020
|
|
Where
You Can Find More Information
|
13
|
|
|
Forward-Looking
Statements
|
14
|
|
|
Experts
|
14
|
|
|
Legal
Opinion
|
14
|
|
|
Correspondence
|
14
|
|
15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
|
SEC registration
fee
|
$445
|
|
Printing
fees*
|
1,000
|
|
Legal fees and
expenses*
|
9,000
|
|
Accounting fees and
expenses*
|
2,000
|
|
Blue Sky filing
fees and expenses (including counsel fees)*
|
4,000
|
|
Total
|
$16,445
|
___________________
*Estimated, solely for purposes of this registration
statement.
Item 15. Indemnification of Directors and Officers
Limitation of Director Liability. As permitted by the Vermont Business Corporation
Act, codified in Title 11A of the Vermont Statutes Annotated (the
“VBCA”), Article Ten of the Amended and Restated
Articles of Association (the “Articles”) of Community Bancorp. (the
“Company”) 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 VBCA 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 or her in
connection with such action, suit or proceeding if he or she acted
in good faith and in a manner he or she 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 or her
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 that the court deems proper. Additionally, a corporation
is required to indemnify any director or officer against reasonable
expenses if he or she was wholly successful on the merits or
otherwise in defense of the action, suit or
proceeding.
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 VBCA. 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 VBCA, 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 Nine of the Company's Amended and Restated 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 Eight) pursuant to that
authority, which incorporates the standards and limitations of
Section 8.50 through 8.58 of the VBCA described above.
Insurance. As permitted under Section 8.58 of the VBCA, the
Company has purchased Directors and Officers liability
insurance.
16
Item 16. Exhibits
The following exhibits are filed with this registration
statement:
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5
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Opinion
of Primmer Piper Eggleston & Cramer PC re legality of Common
Stock to be issued
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23.1
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Consent
of Berry, Dunn, McNeil & Parker, LLC, independent registered
public accountants
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23.2
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Consent
of Primmer Piper Eggleston & Cramer PC (contained in Exhibit
5)
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99
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Letter
to Shareholders
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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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective 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 provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a) (1)(iii) do not apply if the information
required to be included in a post-effective amendment to this
registration statement on Form S-3 by those paragraphs is contained
in periodic reports filed with or furnished to the Commission 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, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the 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)
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
(5)
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 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.
17
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 30th day of October, 2020.
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COMMUNITY
BANCORP.
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By:
Kathryn M. Austin
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Kathryn
M. Austin
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President
and Principal Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as
of this 30th day of October, 2020.
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Signature
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Title
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Signature
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Title
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Thomas
E. Adams
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Director
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Kathryn
M. Austin
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President,
Chief Executive
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Thomas
E. Adams
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Kathryn
M. Austin
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Officer
and Director
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Louise
M. Bonvechio
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Treasurer,
Corporate
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David
Bouffard
|
Director
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Louise
M. Bonvechio
|
Secretary
and
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David
Bouffard
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Principal
Financial
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Officer
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Jacques
R. Couture
|
Director
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Aminta
K. Conant
|
Director
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Jacques
R. Couture
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Aminta
K. Conant
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David
P. Laforce
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Director
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Rosemary
M. Lalime
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Director
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David
P. Laforce
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Rosemary
M. Lalime
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Emma L.
Marvin
|
Director
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Stephen
P. Marsh
|
Director
and Board Chair
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Emma L.
Marvin
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Stephen
P. Marsh
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Dorothy
R. Mitchell
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Director
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Frederic
Oeschger
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Director
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Dorothy
R. Mitchell
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Frederic
Oeschger
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Jeffrey
L. Moore
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Director
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James
G. Wheeler, Jr.
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Director
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Jeffrey
L. Moore
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James
G. Wheeler, Jr.
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Candace
A. Patenaude
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Principal
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Candace
A. Patenaude
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Accounting
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Officer
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18
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_____________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
COMMUNITY BANCORP.
_____________________
EXHIBITS
EXHIBIT INDEX
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Exhibit
5 & 23.2
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Opinion
and Consent of Primmer Piper Eggleston & Cramer PC
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Exhibit
23.1
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Consent
of Berry, Dunn, McNeil & Parker, LLC, independent registered
public accountants
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Exhibit
99
|
Letter
to Shareholders
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19
Exhibit
5 and 23.2
October
30, 2020
Board
of Directors
Community
Bancorp.
4811
Route 5
Derby,
VT 05829
Re: Issuance
of Common Stock under Registration Statement on Form
S-3
We
refer to the Registration Statement on Form S-3 (the
“Registration
Statement”) filed by Community Bancorp., a Vermont
corporation (the “Company”), with the United States
Securities and Exchange Commission on or about the date hereof,
relating to the registration under the Securities Act of 1933, as
amended, of 300,000 shares of common stock of the Company, $2.50
par value per share (the “Shares”), which may be offered and
sold from time to time under the Company’s Dividend
Reinvestment Plan (the “Plan”).
We have
examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of
our opinion set forth below. In rendering such opinion, we have
assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the conformity to
authentic originals of all documents submitted to us as copies and
the legal capacity of all natural persons. As to questions of fact
material to our opinion, with your permission we have relied upon
certificates of officers of the Company and of public
officials.
Based
on the foregoing, we are of the opinion that, to the extent the
Shares offered and sold pursuant to the Plan constitute
newly-issued shares of the Company’s common stock, such
Shares have been duly authorized and, upon issuance, delivery and
payment therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
The
foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Vermont. We express
no opinion as to the effect of the laws of any other
jurisdiction.
We
hereby consent to the reference to this firm in the prospectus
contained in the Registration Statement under the caption
“Legal Opinion” and to the use of this opinion as an
exhibit to the Registration Statement.
Very
truly yours,
/s/
Primmer Piper Eggleston & Cramer PC
Primmer
Piper Eggleston & Cramer PC
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated March 16, 2020, with
respect to the consolidated balance sheets of Community Bancorp.
and Subsidiary as of December 31, 2019 and 2018, and the related
consolidated statements of income, comprehensive income, changes in
shareholders' equity and cash flows for the years then ended, and
the effectiveness of internal control over financial reporting as
of December 31, 2019, which report is incorporated by reference in
the Annual Report on Form 10-K of Community Bancorp. for the year
ended December 31, 2019. We also consent to the reference to us
under the heading “Experts” in the Prospectus included
in this Registration Statement.
Portland, Maine
October 30, 2020
VT Reg. No. 92-0000278
Exhibit
99.1
October
30, 2020
Dear
Shareholder:
I
am pleased to inform you of our
commitment of an additional 300,000 shares of common stock for
issuance under our Dividend Reinvestment Plan. The prospectus for
the plan has been updated and can be viewed at www.computershare.com/investor.
As noted in the updated prospectus, the Plan is administered by our
stock transfer agent, Computershare. The prospectus includes
updated information about the Plan and our common stock, including
updated historical price, book value and dividend information. The
material terms of the plan, including the purchase price, have not
changed.
If you are currently enrolled in the Plan, your participation will
continue without interruption; no action is necessary.
If you are currently enrolled but wish
to terminate your participation, please refer to question 21 in the
prospectus.
If you are not yet enrolled and would like to do so, please refer
to question 9 in the prospectus.
The prospectus contains a description of the Plan in question and
answer format. Please read the prospectus carefully, along with the
documents and information we incorporate by reference, including
information about the Company. If you have any questions
about the Plan that are not answered in the prospectus, please call
Computershare (toll free) at 1-800-368-5948.
We appreciate your continued interest in our Company.
Sincerely,
Kathryn M. Austin
President and CEO
Note: Community Bancorp. has filed a
registration statement (including a prospectus) with the SEC in
connection with the shares of common stock offered under the
Dividend Reinvestment Plan. Before you invest, you should read the
prospectus in that registration statement and other documents the
Company has filed with the SEC for more complete information about
the Company and this offering. You may obtain a copy of these
documents for free by visiting EDGAR on the SEC website at
www.sec.gov
or you may request a paper copy of the
prospectus by calling the Plan administrator (Computershare) toll
free at 1-800-368-5948.