UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
31, 2007
(Date
of
Report - Date of earliest event reported on)
COMMUNITY
BANCORP.
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Vermont
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000-16435
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03-0284070
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Derby
Road, 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
Not
Applicable
(Former
name, former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR
203.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry Into a Material Definitive
Agreement.
On
October 31, 2007, Community Bancorp., a Vermont corporation (the “Company”),
completed the issuance and sale of $12,500,000 in aggregate principal amount
of
trust preferred securities (the “Trust Preferred Securities”) issued by the
Company’s newly-formed subsidiary, CMTV Statutory Trust I, a Delaware statutory
trust (the “Trust”). The Trust Preferred Securities were sold to a pooling
vehicle sponsored by FTN Financial Capital Markets (a division of First
Tennessee Bank National Association) (“FTN”) and Keefe, Bruyette & Woods,
Inc. (“KBW”) in a private placement offering pursuant to an applicable exemption
from registration under the Securities Act of 1933, as amended. The
Trust simultaneously issued 387 of the Trust’s common securities (the “Common
Securities”) to the Company for a purchase price of $387,000, which constitutes
all of the issued and outstanding common securities of the Trust.
The
Trust
Preferred Securities will mature on December 15, 2037, may be called at par
by
the Company any time after December 15, 2012, and require quarterly
distributions of interest by the Trust to the holder of the Trust Preferred
Securities. Distributions will be payable quarterly at a fixed interest rate
equal to 7.56% per annum through December 15, 2012, and thereafter will be
payable at a floating interest rate equal to the 3-month London Interbank
Offered Rate (“LIBOR”) plus 2.85% per annum.
The
Trust
used the proceeds from the sale of the Trust Preferred Securities together
with
the proceeds from the sale of the Common Securities to purchase $12,887,000
in
aggregate principal amount of unsecured junior subordinated deferrable interest
debt securities due December 15, 2037, issued by the Company (the “Junior
Subordinated Debentures”). The Junior Subordinated Debentures are the Trust’s
only asset. The net proceeds to the Company from the sale of the Junior
Subordinated Debentures to the Trust will provide a portion of the funding
for
the Company’s pending acquisition of LyndonBank, Lyndonville,
Vermont.
The
Junior Subordinated Debentures were issued pursuant to an Indenture, dated
October 31, 2007 (the “Indenture”), between the Company, as issuer, Wilmington
Trust Company, as trustee, and the administrators named therein. The terms
of
the Junior Subordinated Debentures are substantially the same as the terms
of
the Trust Preferred Securities. The interest payments on the Junior Subordinated
Debentures paid by the Company will be used by the Trust to pay the quarterly
distributions to the holders of the Trust Preferred Securities. The Indenture
permits the Company to redeem the Junior Subordinated Debentures (and thus
a
like amount of the Trust Preferred Securities) on or after December 15, 2012,
or
earlier under specified conditions, including in circumstances involving certain
tax matters or changes in the applicable regulatory capital treatment for the
Trust Preferred Securities. If the Company redeems any amount of the Junior
Subordinated Debentures, the Trust must redeem a like amount of the Trust
Preferred Securities.
The
terms
of the Trust Preferred Securities are governed by an Amended and Restated
Declaration of Trust, dated October 31, 2007 (the “Trust Agreement”), among the
Company, as sponsor, Wilmington Trust Company, as institutional trustee and
Delaware trustee, the administrators named therein and the holders from time
to
time of undivided beneficial interests in the assets of the Trust.
Under
the
terms of the Trust Preferred Securities, an event of default generally occurs
upon:
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non-payment
of interest on the Junior Subordinated Debentures when it becomes
due and
payable, subject to the Company’s right to defer interest payments for up
to twenty consecutive quarters, with interest accruing on deferred
interest payments during the extension period;
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consent
by the Company to the appointment of a receiver, custodian, liquidator
(or
similar official) over all or any substantial portion of its assets,
any
general assignment by the Company for the benefit of creditors, or
failure
by the Company to pay its debts when they come due; or
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the
bankruptcy or liquidation of the Company or of the Trust.
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In
connection with the issuance of the Trust Preferred Securities, the Company
entered into a Guarantee Agreement with Wilmington Trust Company, as guarantee
trustee, dated October 31, 2007 (the “Guarantee Agreement”), for the purpose of
guaranteeing the payment, after the expiration of any grace or cure period,
of
any amounts to be paid by the Trust under the terms of the Trust Preferred
Securities. The obligations of the Company under the Guarantee Agreement
constitute unsecured obligations of the Company. The Guarantee Agreement will
terminate upon the full payment of the redemption price for the Trust Preferred
Securities or full payment of the Junior Subordinated Debentures upon
liquidation of the Trust.
The
issuance of the Trust Preferred Securities was conducted pursuant to a Placement
Agreement, dated as of October 30, 2007, among the Company, the Trust and FTN
and KBW as placement agents.
The
Company’s press release, issued on November 1, 2007, announcing completion of
the Trust Preferred Securities financing, is filed as Exhibit 99.1 to this
Report.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
information required by this item is included in Item 1.01 and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
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4.1Indenture
dated as of October 31, 2007 between Community Bancorp., as issuer
and
Wilmington Trust Company, as indenture
trustee.
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4.2Amended
and Restated Declaration of Trust dated as of October 31, 2007 among
Community Bancorp., as sponsor, Wilmington Trust Company, as Delaware
and
institutional Trustee, and the administrators named
therein.
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10.1Guarantee
Agreement dated as of October 31, 2007 between Community Bancorp.,
as
guarantor and Wilmington Trust Company, as guarantee
trustee.
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10.2Placement
Agreement dated October 30, 2007 among Community Bancorp., CMTV Statutory
Trust I, FTN Financial Capital Markets and Keefe, Bruyette & Woods,
Inc.
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99.1Press
Release issued on November 1,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMMUNITY
BANCORP.
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DATED:
October 31, 2007
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/s/
Stephen P. Marsh
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Stephen
P. Marsh,
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President
& Chief Operating Officer
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(Chief
Financial Officer)
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