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
December 31,
2007
(Date of
Report - Date of earliest event reported on)
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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)
[X]
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))
Explanatory
Note: This report on Form 8-K/A amends the Current Report on
Form 8-K dated December 31, 2007 in which the Company reported the completion of
its acquisition of LyndonBank, Lyndonville, Vermont on December 31, 2007 and the
sale on that same date of the Vergennes, Vermont branch of
LyndonBank. This amended report provides the historical and pro forma
financial statement information required by Item 9.01, which was omitted from
the initial filing in reliance on Items 9.01(a)(4) and 9.01(b)(2).
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
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1.
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The
audited statements of financial condition of LyndonBank as of December 31,
2006 and 2005, and the related statements of income, cash flows, and
changes in shareholders’ equity for each of the years in the two year
period ended December 31, 2006, and the related notes and Independent
Auditors' Report related thereto are filed as Exhibit 99.1 to this amended
report and are incorporated herein by
reference.
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2.
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The
unaudited condensed statements of financial condition of LyndonBank as of
September 30, 2007 and December 31, 2006, the unaudited condensed
statements of income for the nine months ended September 30, 2007 and
2006, the unaudited statements of cash flows for the nine months ended
September 30, 2007 and 2006, and the related notes thereto are filed as
Exhibit 99.2 to this amended report and are incorporated herein by
reference.
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(b) Pro
Forma Financial Information.
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1.
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The
unaudited pro forma condensed combined balance sheet at September 30,
2007, and the unaudited pro forma condensed combined summaries of income
for the nine months ended September 30, 2007 and for the year ended
December 31, 2006, and the related notes to the unaudited pro forma
condensed combined financial information, are filed as Exhibit 99.3 to
this amended report and are incorporated herein by
reference.
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(c) Shell
Company Transactions.
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Inapplicable.
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(d) Exhibits.
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The
following Exhibits are filed
herewith:
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23
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Consent
of Shatswell, MacLeod & Company,
P.C.
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99.1
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Audited
statements of financial condition of LyndonBank as of December 31, 2006
and 2005; audited statements of income, cash flows, and changes in
shareholders’ equity for each of the years in the two year period ended
December 31, 2006; related notes; and Independent Auditors' Report related
thereto.
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99.2
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Unaudited
condensed statements of financial condition of LyndonBank as of September
30, 2007 and December 31, 2006; unaudited condensed statements of income
and cash flows for the nine months ended September 30, 2007 and 2006;
and related notes thereto.
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99.3
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Unaudited
pro forma condensed combined balance sheet at September 30, 2007;
unaudited pro forma condensed combined summaries of income for the nine
months ended September 30, 2007 and for the year ended December 31, 2006;
and related notes thereto.
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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:
March 20, 2008
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/s/ Stephen P.
Marsh
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Stephen
P. Marsh,
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President
& Chief Executive Officer
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