-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DskJPARA+115m0kAuZEDAM2VZATTmkVCmqF4BZzYBO4SmlcjYVV2MIB+z59bSfoa K8kwqEpmDw9kEGwEgkrwvQ== 0000914317-04-003410.txt : 20040913 0000914317-04-003410.hdr.sgml : 20040913 20040913081418 ACCESSION NUMBER: 0000914317-04-003410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040910 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040913 DATE AS OF CHANGE: 20040913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALISBURY BANCORP INC CENTRAL INDEX KEY: 0001060219 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 061514263 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24751 FILM NUMBER: 041026653 BUSINESS ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 BUSINESS PHONE: 8604359801 MAIL ADDRESS: STREET 1: 5 BISSELL ST CITY: LAKEVILLE STATE: CT ZIP: 06039-1868 8-K 1 form8k-62922_salisbury.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2004 ------------------ SALISBURY BANCORP, INC. ------------------------------------------------ (Exact name of registrant as specified in charter) Connecticut 0-24751 06-1514263 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5 Bissell Street, Lakeville, Connecticut 06039-1868 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (860) 435-9801 -------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (12 C.F.R. 230.425) [_] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 C.F.R. 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b)) -1- [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c)) -2- Form 8-K, Current Report Salisbury Bancorp, Inc. Item 2.01. Completion of Acquisition or Disposition of Assets. On September 10, 2004, Salisbury Bancorp, Inc. (the "Company") completed the acquisition of Canaan National Bancorp, Inc. ("Canaan") with and into the Company pursuant to the Agreement and Plan of Merger by and between the Company and Canaan (the "Merger Agreement"). Also on that date, the Canaan National Bank, a wholly-owned subsidiary of Canaan, merged with and into Salisbury Bank and Trust Company, a wholly-owned subsidiary of the Company ("Salisbury Bank"). Pursuant to the Merger Agreement, each shareholder of Canaan received 1.3371 shares of common stock of the Company and $31.20 in cash for each share of Canaan common stock owned on September 10, 2004. Fractional shares of the Company's common stock were not issued but shareholders of Canaan were paid for fractional shares at a price of $41.06 per share of Company Common Stock. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Pursuant to the terms of the Merger Agreement, on September 10, 2004, Louis E. Allyn, II and Robert S. Drucker, former directors of Canaan will serve as directors of the Company and Salisbury Bank. The committee assignments of these new directors will be addressed at a future meeting of the Salisbury Board. Item 8.01. Other Events. On September 10, 2004, the Company issued a press release to announce the completion of the merger described in Item 2.01 above and the appointment directors described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The financial statements of Canaan required by this Item shall be filed for the periods specified in Rule 3-05(b) of Regulation S-X by amendment to this Form 8-K no later than November 26, 2004. (b) Pro Forma Financial Information. The pro forma financial information required pursuant to Article 11 of Regulation S-X shall be filed by amendment to this Form 8-K no later than November 26, 2004. -3- (c) Exhibits. 99.1 Press release dated September 10, 2004. 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 hereto duly authorized. Dated: September 10, 2004 SALISBURY BANCORP, INC. By: /s/ John F. Perotti ------------------------------ John F. Perotti, President and Chief Executive Officer -4- Exhibit Index ------------- 99.1 Press Release dated September 10, 2004. -5- EX-99.1 2 ex99-1.txt EXHIBIT 99.1 ------------ Salisbury Bancorp, Inc. Announces the Completion of Its Acquisition of Canaan National Bancorp Lakeville, CT - Salisbury Bancorp, Inc. (AMEX: SAL), announced today that it has completed its acquisition of Canaan National Bancorp. Under terms of the merger agreement dated November 17, 2003, shareholders of Canaan received merger consideration of $31.20 in cash and 1.3371 shares of Salisbury common stock in exchange for each share of Canaan common stock. Accordingly, Canaan shareholders, as of the close of business on September 10, 2004, received an aggregate of 257,670 shares of Salisbury common stock and cash payments totaling approximately $6.0 million. Fractional shares of the Company's common stock were not issued but were paid at a price of $41.06 per share of Company common stock. "I would like to welcome Canaan's customers, shareholders and employees to Salisbury," stated President and CEO, John F. Perotti. "On Monday, Canaan National Bank's Canaan and South Egremont offices will re-open with the Salisbury Bank & Trust name. We are also pleased that two (2) members of Canaan's Board of Directors, Louis E. Allyn, II and Robert S. Drucker will be serving on the Boards of our Company and Bank, and that most of Canaan's officers and employees will also be joining our Bank. The customers of Canaan will continue to be served by the same familiar faces they have always done business with and will receive the same level of extraordinary customer service they have come to expect." At June 30, 2004, Canaan National Bancorp, headquartered in Canaan, Connecticut, had total assets of $105.6 million and deposits of $75.1 million at two retail banking locations. With the addition of Canaan, Salisbury now has over $425 million in assets and operates five full-service banking offices throughout the Tri-State region of northwestern Connecticut and proximate communities in western Massachusetts and New York State with the high quality personal service that only community banks can offer. Commenting further on the transaction, Perotti stated "The merger of these two community focused organizations is very exciting. Our combined management team is focused on the continued enhancement of shareholder value, service to our communities as well as growth in surrounding markets." Salisbury was advised by Northeast Capital and Advisory, Inc. Canaan was advised by HAS Associates Inc. Salisbury, headquartered in Lakeville, Connecticut, is the parent company of Salisbury Bank and Trust is now a $425 million financial institution with offices in Canaan, Lakeville, Salisbury, and Sharon, Connecticut and South Egremont, Massachusetts serving northwestern Connecticut, western Massachusetts and proximate communities in New York. With its roots dating to 1848, Salisbury offers a variety of community-oriented retail services, including checking, savings, and money market accounts, certificates of deposit and trust services. Additionally, Salisbury offers residential mortgages and other lending products including commercial, commercial real estate, agricultural, construction, and consumer loans. For more information on Salisbury Bancorp, Inc., visit -6- www.salisbury-bank.com or call (860) 435-9801. John F. Perotti - President, Chief Executive Officer, & Director, (860) 435-9801 x1001 Richard J. Cantele, Jr. - Chief Operating Officer, (860) 435-9801 x1002. Statements contained in this news release contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well as the assumption made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including among others: changes in market interest rates and general and regional economic conditions; changes in government regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios and other factors that may be described in the Company's quarterly reports of Form 10-Q and its annual report on Form 10-K, each filed with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission's internet website (www.sec.gov) and to which reference is hereby made. Therefore, actual future results may different significantly from results discussed in the forward looking statements. -7- -----END PRIVACY-ENHANCED MESSAGE-----