UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 13,
2008
(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))
Item
2.02. Results of Operations and Financial
Condition
In a
press release dated March 13, 2008, the Company announced its earnings for the
quarter and year ended December 31, 2007. The earnings information
was also disclosed in a letter to shareholders mailed on or about March 13,
2008. The press release and letter to shareholders are filed as
Exhibits 99.1 and 99.2, respectively, to this report and are incorporated herein
by reference.
Item
8.01. Other Events
Quarterly
Dividend
In its
press release dated March 13, 2008, the Company announced that on March 11,
2008, the Board of Directors declared a cash dividend payable on May 1, 2008 to
shareholders of record as of April 15, 2008. The text of the press
release is filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
Change
in Annual Meeting Date
On March
11, 2008, the Board of Directors approved a change in the scheduled date for the
2008 annual meeting of shareholders from Tuesday, May 6, 2008 to Tuesday, June
10, 2008 and established April 8, 2008 as the record date for determining
shareholders entitled to notice of and to vote at the meeting. As stated in the
Company’s letter to shareholders, holding the annual meeting in the month of
June was deemed advisable this year in order to provide additional time for
solicitation of proxies in connection with certain proposed amendments to the
Company’s articles of association, which require a supermajority vote for
approval. The delayed meeting date was announced in the Company’s
March 13 press release and in the letter to shareholders filed as Exhibits 99.1
and 99.2 to this report and incorporated herein by reference.
In view
of the delayed annual meeting date, under Section 2.12 of the Company’s Amended
and Restated Bylaws, the deadline for submission by shareholders of nominations
for director or proposals for other action at the 2008 annual meeting is
extended to the close of business on Monday, March 24, 2008. Any such nomination
or proposal must comply with all information and other requirements in Section
2.12 of the Bylaws.
Item
9.01. Financial Statements and Exhibits.
(a) Inapplicable.
(b) Inapplicable.
(c) Inapplicable.
(d) Exhibits.
The
following exhibits are filed herewith:
99.1 -
Press release, dated March 13, 2008, announcing (i) earnings for the quarter and
year ended December 31, 2007, (ii) declaration of a quarterly cash dividend, and
(iii) the change in the date of the 2008 annual meeting of
shareholders.
99.2 -
Letter to Shareholders announcing (i) earnings for the quarter and year ended
December 31, 2007, (ii) the change in the date of the 2008 annual meeting of
shareholders and (iii) the Company’s intention to propose certain amendments to
the articles of association for approval by the shareholders at the annual
meeting.
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 13, 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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