8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) December 28, 2015

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Salisbury Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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Connecticut (State of other jurisdiction of incorporation) 000-24751 (Commission File Number) 06-1514263 (IRS Employer Identification No.)

5 Bissell Street, Lakeville, Connecticut (Address of principal executive offices)		06039 (Zip Code)
	Registrant’s telephone number, including area code: (860) 435-9801
	(Former name or former address, if changed since last report)

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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 (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))

Section 8.01. Other Events

Item 8.01 Other Events.

On December 28, 2015, Salisbury Bancorp, Inc. (“Salisbury”) completed the redemption (the “Redemption”) of all of the $16 million outstanding shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series B, which were held by the U.S. Department of Treasury (“Treasury”) and issued pursuant to its Small Business Lending Fund program (the “Series B Preferred Stock”).  Salisbury exercised its redemption rights pursuant to the terms of the Securities Purchase Agreement, dated August 25, 2011 (the “Purchase Agreement”), between Treasury and Salisbury and the related documents.  Salisbury funded the Redemption using cash on hand in addition to the net proceeds from its private placement of $10.0 million in aggregate principal amount of its Subordinated Notes due 2025, which was completed on December 10, 2015 (the “Private Placement”). 

The Redemption was approved by Salisbury’s primary federal regulator. After the Redemption, the Company and its wholly owned banking subsidiary, Salisbury Bank and Trust Company, will continue to have capital in excess of regulatory requirements and at levels that meet the regulatory "well capitalized" designation.

On December 28, 2015, Salisbury issued a press release announcing its Redemption of the Series B Preferred Stock. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9. Financial Statements and Exhibits

Item 9.01		Financial Statements and Exhibits.
	(a)	Not Applicable.
	(b)	Not Applicable.
	(c)	Not Applicable.

(d)	Exhibits.
	Exhibit 99.1	Press Release dated December 28, 2015.

SIGNATURE

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.

		Salisbury Bancorp, Inc.
Date: December 28, 2015	By:	/s/ Richard J. Cantele, Jr.
	Name:	Richard J. Cantele, Jr.
	Title:	President and Chief Executive Officer

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EX-99.1 CHARTER

Exhibit 99.1

Monday, December 28, 2015

Contact:

Salisbury Bancorp, Inc.

Richard J. Cantele, Jr.

President and Chief Executive Officer

(860) 435-9801 or rcantele@salisburybank.com

FOR IMMEDIATE RELEASE

Salisbury Bancorp, Inc. Announces

Redemption of SBLF Preferred Stock

Lakeville, CT – December 28, 2015/GlobeNewswire. . . .Salisbury Bancorp, Inc. (“Salisbury” or the “Company”), NASDAQ Capital Market: “SAL”, the holding company for Salisbury Bank and Trust Company (the “Bank”), announced today that it had redeemed all of the 16,000 outstanding shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series B, liquidation amount $1,000 per share (the “Series B Preferred Stock”), that had been issued to the United States Department of the Treasury (the “Treasury”) in August 2011 pursuant to the Treasury’s Small Business Lending Fund (“SBLF”) program. The aggregate redemption price of the Series B Preferred Stock was approximately $16 million, including dividends accrued but unpaid through, but not including, the redemption date. The redemption of the Series B Preferred Stock terminates the Company’s participation in the SBLF program in full and has been approved by the Company’s primary Federal regulator.

The Company recently announced on December 10, 2015 the completion of its successful private placement of $10 million in subordinated debt, the proceeds of which helped fund the redemption of the SBLF preferred stock. After the redemption, the Company’s capital ratios remain in excess of the capital ratios required to meet the regulatory “well-capitalized” designation.

About Salisbury Bancorp, Inc.

Salisbury Bancorp, Inc. is the parent company of Salisbury Bank and Trust Company, a Connecticut chartered commercial bank serving the communities of northwestern Connecticut and proximate communities in New York and Massachusetts, since 1848, through a network of 13 full service branches in Litchfield County, Connecticut; Berkshire County, Massachusetts; and Dutchess and Orange Counties, New York. The Bank offers consumer and business banking products and services as well as trust and wealth advisory services.

Forward-Looking Statements

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 assumptions and estimates made by management 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 Salisbury’s quarterly reports on 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 differ materially from results discussed in the forward-looking statements.