-----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, NbAOKGPTJuZun93vLrJsuPPYpSfKjYuYBljwQo3UF/mie2dEvGM41vyPRKWDmhSc jZa5y8tLC6mePut5UnuY0A== 0000950156-06-000575.txt : 20061116 0000950156-06-000575.hdr.sgml : 20061116 20061116163927 ACCESSION NUMBER: 0000950156-06-000575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061116 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCHANTS BANCSHARES INC CENTRAL INDEX KEY: 0000726517 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 030287342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11595 FILM NUMBER: 061223546 BUSINESS ADDRESS: STREET 1: 275 KENNEDY DRIVE CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8026583400 MAIL ADDRESS: STREET 1: 275 KENNEDY DRIVE CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 8-K 1 merc-8k.htm BODY OF FORM 8-K

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)
November 16, 2006

 

Merchants Bancshares, Inc.

(Exact Name of Registrant As Specified In Its Charter)

 

Delaware
(State Or Other Jurisdiction
Of Incorporation)

0-11595
(Commission File No.)

03-0287342
(IRS Employer
Identification No.)

     

275 Kennedy Drive
So. Burlington, Vermont
(Address Of Principal Executive Offices)

 

05403
(Zip Code)

     

(802) 658-3400
(Registrant's telephone number, including area code)

 

      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 (see General Instruction A.2. below):

 

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

[  ]

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))

 


<PAGE>

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

On November 16, 2006, Merchants Bancshares, Inc. (the "Company") issued a press release, included as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, announcing that Joseph L. Boutin has resigned, effective January 1, 2007 and that Michael R. Tuttle, 51, will succeed Mr. Boutin as President, Chief Executive Officer and Director of the Company. Effective January 1, 2007, Mr. Tuttle will also succeed Mr. Boutin as a member of the Shareholder Value Committee of Company's the Board of Directors. The Company intends to employ Mr. Boutin as a Special Advisor to the Board, effective January 1, 2007.

 

Mr. Tuttle first came to Merchants Bank (the "Bank"), the Company's main operating subsidiary, in 1986 as a Commercial Lender, and served in that position until 1990. He returned to the Bank in February of 1995 as the Senior Commercial Lender, shortly after Mr. Boutin became the President of both the Company and the Bank in October of 1994. Mr. Tuttle held the post of Chief Operating Officer from 1996 until the Bank's Board of Directors appointed him President, Chief Executive Officer and Director as of January of 2006, positions which Mr. Tuttle will retain in addition to those approved by the Company's Board on November 16, 2006.

 

The Company intends to enter into employment agreements with both Messrs. Boutin and Tuttle relative to their new positions within the Company, effective January 1, 2007, the terms of which the Company expects to finalize on or before January 1, 2007.

 

Item 9.01. Financial Statements and Exhibits

 

(c).  

The following exhibit is included with this Report:

   
 

Exhibit No.

 

Description

 

99.1

 

Press Release, dated November 16, 2006

 


 

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.

 
 

MERCHANTS BANCSHARES, INC.

   

Date:

November 16, 2006

 

/s/ Janet P. Spitler

 


 


   

Janet P. Spitler
Chief Financial Officer & Treasurer

 


 

Exhibit 99.1

<PAGE>

EX-99 2 mer-x99.htm EXHIBIT 99.1

Exhibit 99.1

 

For Release November 16, 2006
Contact: Lisa Razo
(802) 865-1838

 

Merchants Bancshares, Inc. Announces Leadership Change

 

The Board of Directors of Merchants Bancshares, Inc. voted today to approve the appointment of Michael Tuttle, 51, to succeed Joseph Boutin as President and CEO of Merchants Bancshares, Inc., effective on January 1, 2007. The Board also elected Mr. Tuttle as a Director of Merchants, effective January 1, 2007, to serve the remainder of Mr. Boutin's term that expires at Merchants' annual meeting of shareholders in 2009. In addition to this appointment, Mr. Tuttle will continue to serve as President, CEO and Director of Merchants' main operating subsidiary, Merchants Bank.

 

Raymond C. Pecor, Chairman of the Board of Merchants Bancshares, Inc. commented, "This completes a transition we started last year when Mike was appointed President and CEO of Merchants Bank. Joe and Mike together have led the company through a significant period of development that has benefited our customers, employees and shareholders during the last twelve years. As Joe steps down as holding company President and CEO, the Board of Directors is very pleased that Mike will integrate the roles of Chief Executive Officer for both the Bank and the holding company. The board is very grateful to Joe for his exceptional leadership, and looks forward to continuing to work with Mike."

 

Mr. Boutin commented, "I've had the pleasure of working with Mike since 1990. His knowledge of our industry, our organization and the Vermont community combined with his work ethic will inure to the benefit of our employees, shareholders and customers."

 

Mr. Tuttle will integrate responsibility for holding company matters with oversight of the Bank. Mr. Tuttle, a long-time resident of South Burlington, first came to Merchants Bank in 1986 as a Commercial Lender, and served in that position until 1990. He returned to the Bank in February of 1995 as the Senior Commercial Lender, shortly after Mr. Boutin became the President of both Merchants Bank and Merchants Bancshares, Inc. in October of 1994. Mr. Tuttle held the post of Chief Operating Officer from 1996 until the Bank's Board of Directors appointed him President, CEO and Director as of January of 2006.

 

Mr. Tuttle commented, "Joe's hard work and dedication to our company have earned him the respect of Merchants' employees and our community. We all wish him the very best. I look forward to continuing, in my new role, the work that Joe and I began many years ago."

 

The continuing mission of Merchants Bank is to provide Vermonters with a true community bank. It fulfills this commitment through a branch-based system that includes 36 bank offices and 43 ATMs throughout Vermont, personal bankers dedicated to top-quality customer service, and streamlined products: FreedomLYNX® Banking, which consists of Free Checking for Life®, a Money Market Account, Free Online Banking and Bill Pay, Overdraft Coverage, Direct Deposit, a Free Debit Card and Free Automated Phone Banking; TimeLYNX® Certificates of Deposit; HomeLYNX® Home Equity Loans; RealLYNX® Residential Mortgages and

<PAGE>

CommerceLYNX® Business Banking. Merchants Bank also includes a trust and investment division, known as Merchants Trust Company, serving individuals and institutions. For more information about Merchants Bank, visit mbvt.com. Merchants' stock is traded on the NASDAQ National Market system under the symbol MBVT. Member FDIC. Equal Housing Lender.

 

Some of the statements contained in this press release may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect Merchants' current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause Merchants' actual results to differ significantly from those expressed in any forward-looking statement. Forward-looking statements should not be relied on since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Merchants' control and which could materially affect actual results. The factors that could cause actual results to differ materially from current expectations include changes in general economic conditions in Vermont, changes in interest rates, changes in competitive pro duct and pricing pressures among financial institutions within Merchants' markets, and changes in the financial condition of Merchants' borrowers. The forward-looking statements contained herein represent Merchants' judgment as of the date of this release, and Merchants cautions readers not to place undue reliance on such statements. For further information, please refer to Merchants' reports filed with the Securities and Exchange Commission.

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