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): December 13, 2017 | ||
| SALISBURY BANCORP, INC. | ||
| (Exact name of registrant as specified in charter) | ||
| Connecticut | 000-24751 | 06-1514263 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer 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 (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)) |
| ☐ | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Form 8-K, Current Report
Salisbury Bancorp, Inc.
| Section 8. | Other Events |
| Item 8.01 | Other Events. |
On December 13, 2017, Salisbury Bancorp, Inc.’s sole subsidiary, Salisbury Bank and Trust Company (“Salisbury Bank”) entered into a Purchase and Assumption Agreement with Orange Bank & Trust Company, pursuant to which Salisbury Bank will purchase the Fishkill, New York branch of Orange Bank & Trust Company. Further information is set forth in the attached press release.
| 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 13, 2017. |
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: December 13, 2017 | SALISBURY BANCORP, INC. | |
| By: | /s/ Richard J. Cantele, Jr. | |
| Richard J. Cantele, Jr. | ||
| President and Chief Executive Officer |
Exhibit 99.1
For Immediate Release:
Contact:
Salisbury Bank and Trust Company
Richard J. Cantele, Jr.
President and Chief Executive Officer
860-435-9801
Salisbury Bank and Trust Company Agrees to Buy the Fishkill, New York Branch of Orange Bank & Trust Company for its Riverside Division
Lakeville, CT, December 13, 2017 - Salisbury Bank and Trust Company, the wholly owned bank subsidiary of Salisbury Bancorp, Inc. (NASDAQ: SAL) announced that it has executed a definitive agreement to acquire the Fishkill, New York branch of Orange Bank & Trust Company, the wholly owned bank subsidiary of Orange County Bancorp, Inc. (OTC: OCBI) and assume approximately $23 million in deposits and purchase approximately $8 million in branch related loans.
Richard J. Cantele, Jr., Salisbury Bank and Trust Company’s President and Chief Executive Officer said, “The purchase of this branch is a strategic opportunity, which will enable our Riverside Division to consolidate our existing Fishkill office with this new office and will allow us to reach prospective customers and better serve our existing customers in Dutchess County, New York, with greater convenience in an improved location. This Fishkill branch will expand our capabilities to deliver financial products and services, including trust and wealth advisory services, to the people and businesses of Dutchess County and nearby communities.”
“The changes are in line with our planned 2018 initiatives and position us for future growth,” said Michael Gilfeather, Orange Bank & Trust Company’s CEO. “While it was a difficult decision to leave the Fishkill area, having just one Dutchess location did not allow us to leverage our capabilities in a way that makes long-term sense. Our recent success in Westchester and Rockland counties, coupled with our solid presence in Orange County will drive future growth so we remain a leading community bank.”
Mr. Cantele further commented, “Salisbury Bank and Trust Company will work closely with Orange Bank & Trust Company to ensure a smooth transition, which we expect to be seamless for customers.”
The transaction is subject to approval by regulatory authorities and is expected to be completed during the second quarter of 2018.
FIG Partners, LLC served as financial advisers and Cranmore, FitzGerald & Meaney served as legal counsel to Salisbury Bank and Trust Company. Luse Gorman, PC served as legal counsel to Orange Bank & Trust Company.
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 full service branches in Canaan, Lakeville, Salisbury, and Sharon, Connecticut; Great Barrington, Sheffield, and South Egremont, Massachusetts; and Dover Plains, Fishkill, Millerton, New Paltz, Newburgh, Poughkeepsie, and Red Oaks Mill, New York. Salisbury Bank and Trust Company offers a broad spectrum of consumer and business banking products and services as well as trust and wealth advisory services.