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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
AMENDMENT NUMBER ONE
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-24751
SALISBURY BANCORP, INC.
(Name of Small Business Issuer in its charter)
Connecticut 06-1514263
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5 Bissell Street, Lakeville, CT 06039
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(Address of Principal Executive Offices) (Zip Code)
(860) 435-9801
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(Issuer's telephone number, Including area code)
Securities registered under Section 12 (b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common stock par value $.10 per share American Stock Exchange
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Securities registered under Section 12 (g) of the Exchange Act:
None
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(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant"s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The revenues for the issuer's fiscal year ended December 31, 2001 are
$19,476,528
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act). On February 4, 2002: $28,179,255
Note. If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
The Company had 1,422,358 shares outstanding as of March 8, 2002.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
Documents Incorporated by Reference: None
Salisbury Bancorp, Inc. (the "Company") hereby amends its Annual Report on
Form 10-KSB, for the year ended December 31, 2001, and dated March 25, 2002.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
In the original filing of the Company's Annual Report on Form 10-KSB,
(dated on March 25, 2002), Exhibit 10.2 (Form of Change in Control Agreement
with Executive Officers), and Exhibit 10.3 (Directors Stock Retainer Plan) were
inadvertently omitted from the electronically filed document. Consequently, the
Company hereby amends Part III, Item 13 in the Annual Report on Form 10-KSB by
submitting Exhibits 10.2 and 10.3, respectively, as included herein.
(a) The following exhibits are filed as part of this report on Form l0-KSB.
Exhibit No. Description
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3.1 Certificate of Incorporation of Salisbury Bancorp, Inc.
(1)
3.2 Bylaws of Salisbury Bancorp, Inc., as amended. (2)
10.1 Pension Supplement Agreement with John F. Perotti. (3)
10.2 Form of Change in Control Agreement with Executive
Officers.
10.3 Directors Stock Retainer Plan.
21. Subsidiaries of the Company. (4)
(1) Exhibit was filed on April 23, 1998 as Exhibit 3.1 to Company's
Registration Statement on Form S-4 (No. 333-50857) and is incorporated
herein by reference.
(2) Exhibit was filed on March 30, 2001 as Exhibit 3.2 to the Company's
Annual Report Form 10KSB for the Fiscal Year ended December 31, 2001
and is incorporated herein by reference.
(3) Exhibit was filed on April 23, 1998 as Exhibit 10 to Company's
Registration Statement on Form S-4 (No. 333-50857) and is incorporated
herein by reference.
(4) Exhibit was filed on April 23, 1998 as Exhibit 21 to Company's
Registration Statement on Form S-4 (No. 333-50857) and is incorporated
herein by reference.
(b) Reports on Form 8-K: The following reports on Form 8-K were filed
during the fourth quarter of the 2001 fiscal year:
On November 26, 2001 the Company filed a Form 8-K reporting the declaration
of a $.21 per share quarterly cash dividend for the fourth quarter of 2001.
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment Number One
to the Report on Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized, in Lakeville, Connecticut on May 8, 2002.
SALISBURY BANCORP, INC.
By: /s/ John F. Perotti
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John F. Perotti
President and
Chief Executive Officer
By: /s/ John F. Foley
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John F. Foley
Chief Financial Officer
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Exhibit 10.2
FORM OF CHANGE IN CONTROL AGREEMENT WITH EXECUTIVE OFFICERS
THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made as of ________
____ _______by and between SALISBURY BANK AND TRUST COMPANY, a Connecticut
chartered bank and trust company with is main office in Lakeville, Connecticut
(the "Bank") and _________ (the "Executive").
WHEREAS, the Executive is currently rendering services to the Bank and
serves as a member of the executive management team of the Bank;
WHEREAS, Executive has been employed by the Bank for at least three years;
WHEREAS, the Board of Directors of the Bank (the "Board") recognizes that
there may be circumstances other than a voluntary disposition by sale or merger
of the Bank due to economic or financial exigencies in which an unsought change
in control in the Bank or in Salisbury Bancorp, Inc., the parent bank holding
company of the Bank, is possible and that the possibility of such a change in
control may create uncertainty and may result in the distraction or departure of
management personnel to the detriment of the Bank and the stockholders of
Salisbury Bancorp, Inc.;
WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued dedication of members of the Bank's
executive management team, including the Executive to their assigned duties in
the face of potential circumstances involving the possibility of such an
unsought change in control;
WHEREAS, the Bank wishes to avoid any distractions to Executive's
performance of services to the Bank, and in that interest the Bank desires to
afford certain protection to the Executive in the event of Change in Control.
NOW THEREFORE, to further the above recited corporate objectives, and for
other good and valuable consideration, the receipt and adequacy of which each
party hereby acknowledges, the Bank and the Executive agree as follows:
1. Term of Agreement; Not an Employment Agreement. This Agreement shall
take effect when signed by all parties and shall remain in full force and effect
for twenty-four (24) months from and after the later of (i) the date hereof, or
(ii) for twelve (12) months after the date of any Change in Control (as defined
in Section 2) occurring within the twenty-four (24) month period from and after
the date thereof. The Executive serves as an employee at will of the Bank.
Notwithstanding the terms set forth in this Agreement, in no way shall this
Agreement create either an express or implied contract of employment with the
Bank or Salisbury Bancorp, Inc. The purpose of this Agreement is to provide
certain potential benefits to the Executive solely in the event of a Change in
Control (as defined in Section 2) and not to provide a contract for employment.
2. Change in Control. No benefits shall be payable hereunder unless there
shall have been a Change in Control as set forth below, and the Executive's
employment with the Bank and/or its successor terminates or is reassigned within
twenty-four (24) months thereof in accordance with Section 3 below. For purposes
of this Agreement, a "Change in Control" shall mean the occurrence of one or
more of the following events:
(a) any "person" (as such term is used in Section 13 (d) and 14(d) (2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) (other than the Salisbury Bancorp,
Inc. any trustee or other fiduciary holding securities under an
employee benefit plan of Salisbury Bancorp, Inc. or any corporation
owned, directly or indirectly, by the stockholders of Salisbury
Bancorp, Inc., in substantially the same proportions as their
ownership of stock of Salisbury Bancorp, Inc.), directly or
indirectly, of securities of Salisbury Bancorp, Inc. or the Bank
representing fifty percent (50%) or more of the combined voting power
of the then outstanding securities of Salisbury Bancorp, Inc. or the
Bank; or
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(b) persons, who as of the Effective Date, constituted Salisbury Bancorp,
Inc.'s Board of Directors (the "Incumbent Board") cease for any reason
including, without limitation, as a result of a tender offer, proxy
contest, merger or similar transaction, to constitute at least a
majority of Salisbury Bancorp, Inc.'s Board of Directors, provided
that any person becoming a director of Salisbury Bancorp, Inc.
subsequent to the Effective Date whose election was approved by at
least a majority of the directors then comprising the Incumbent Board
shall for purposes of this Section 6(f), be considered a member of the
Incumbent Board; or
(c) the Board of Directors of Salisbury Bancorp, Inc. for reasons other
than a substantial decline in the earnings and/or stock price or
multiple or similar indications of economic or financial duress,
approve a merger or consolidation of Salisbury Bancorp, Inc. or the
Bank with any other corporation of other entity, other than a merger
or consolidation which would result in the voting securities of
Salisbury Bancorp, Inc. outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
fifty percent (50%) of the combined voting power of the voting
securities of Salisbury Bancorp, Inc. or such surviving entity
outstanding immediately after such merger or consolidation; or
(d) the Board of Directors approve a plan of complete liquidation of
Salisbury Bancorp, Inc. or the Bank or an agreement for the sale or
disposition by Salisbury Bancorp, Inc. of all or substantially all of
the assets of Salisbury Bancorp, Inc. or the Bank.
3. Termination Following Change in Control. If any of the events described
in Section 2 hereof constituting a Change in Control shall have occurred, the
Executive shall be entitled to the benefits provided for in Section 4(a) hereof
upon the termination or reassignment of his employment as an officer of the Bank
and/or its successor provided in this Section 3, within twelve (12) months after
such event, unless such employment is terminated or reassigned: (a) by any
regulatory authority (acting with proper jurisdiction); or (b) by the Board of
Directors for cause; or (c) because of the Executive's death, retirement or
disability.
(a) Retirement: Disability.
(i) Termination of employment by the Bank based on retirement shall
mean the mandatory termination of employment in accordance with
the retirement policy of the Bank, including (at the Executive's
sole election and as set forth in writing) early retirement,
generally applicable to its salaried employees or in accordance
with any retirement arrangement established with the Executive's
consent with respect to the Executive.
(ii) Termination of employment by the Bank based on disability shall
mean termination because of inability, as a result of incapacity
due to physical or mental illness, to perform the services
required as an employee for a period aggregating six (6) months
or more within any twelve (12) month period, or because the
Executive becomes deemed disabled under any applicable policy
providing disability insurance.
(b) Notice of Termination. The Bank agrees that in the event of
termination it will promptly furnish the Executive with a written
Notice of Termination. Any purported termination by the Executive
shall be communicated by written Notice of Termination to the Bank.
For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall include the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated.
(c) Date of Termination. "Date of Termination" shall mean the date on
which a Notice of Termination is given; provided that, if within five
(5) days after any Notice of Termination is given, the party receiving
such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding and final arbitration
award or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected).
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(d) Reassignment. Reassignment shall mean a reduction in base salary or an
involuntary reassignment of the Executive's duties, responsibilities,
or benefits inconsistent with those of an officer of a bank or the
involuntary relocation of the Executive's primary duties and
responsibilities to an office or location greater than fifty (50)
miles from Lakeville, Connecticut.
4. Compensation Upon Termination or Reassignment.
(a) If, within twelve (12) months after a Change in Control, as defined in
Section 2 hereof, shall have occurred, the Executive's employment with
the Bank terminates or is reassigned as defined in Section 3, (except
for removal by an agency acting with proper jurisdiction, or by a
board of directors for cause or as a result of death, retirement or
disability) then the Bank and/or its successor shall pay the Executive
within thirty (3 0) days after the Date of Termination a lump sum
amount equal to the Executive's annual compensation based upon the
most recent aggregate base salary paid to the Executive in the twelve
(12) month period immediately preceding his termination or
reassignment less amounts previously paid to the Executive from the
date of Change in Control; plus
(b) The Executive shall not be required to mitigate the amount of any
payment provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this
Section 4 be reduced by any compensation earned by the Executive as
the result of employment after the Date of Termination or
Reassignment.
(c) It is the intention of the parties to this Agreement that no payments
by the Bank to or for the Executive's benefit under this Agreement
shall be non-deductible to the Bank by reason of the operation of
Section 28OG of the Internal Revenue Code. Accordingly,
notwithstanding any other provision hereof if by reason of the
operation of said Section 28OG of the Internal Revenue Code, any such
payments exceed the amount which can be deducted by the Bank the
amount of such payments shall be reduced to the maximum which can be
deducted by the Bank. To the extent that payments in excess of the
amount which can be deducted by the Bank have been made to and for the
Executive's benefit, they shall be refunded with interest at the
applicable rate provided under Section 1274(d) of the Internal Revenue
Code, or at such other rate as may be required in order that no such
payment to or for the Executive's benefit shall be non-deductible
pursuant to Section 28OG of the Internal Revenue Code. Any payments
made hereunder which are not deductible by the Bank as result of
losses which have been carried forward by the Bank for Federal tax
purposes shall not be deemed a non-deductible amount for purposes of
this Section 4(c).
5. Continuation of Insurance Benefits. Notwithstanding any other provision
in this Agreement to the contrary, the Bank and/or its successor shall maintain
in full force and effect for Executive's continued benefit, for the twelve (12)
month period beginning upon a Change in Control, the same or comparable life
insurance, medical, health and accident and disability policies, plans, programs
or arrangements as those which were in effect immediately prior to the Change in
Control at levels and on terms and conditions which are at least as favorable to
Executive as those maintained by the Bank immediately prior to the Change in
Control.
6. Successors' Binding Agreement.
(a) The Bank will require any successor (whether direct or indirect, by
purchase, merger, consolidation, acquisition of assets or assumption
of liabilities or otherwise) to all or substantially all of the
business and/or assets and/or deposits of the Bank, by agreement, to
expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Bank would be required to
perform it if no such succession had taken place. Failure of the Bank
to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Bank in the same amount and on the
same terms as he would be entitled to hereunder if his employment had
terminated as a result of a Termination or Reassignment, as provided
in Section 3 hereof, after a Change in Control, except that for
purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.
As used in this Agreement, "Bank" shall mean the Bank as hereinbefore
defined and any successor to the business, assets, and/or deposits as
aforesaid which executes and delivers the agreement provided for in
this Section 6 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
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(b) This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees.
If the Executive should die after any rights to receive the amounts
contemplated hereby have accrued to the Executive but before such
amounts have been paid, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement
to his devisee, legatee or other designee or, if there be no such
designee, to his estate.
7. Notices. All notices and other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the first
page of this Agreement provided that all notices to the Bank shall be directed
to the attention of the Board with a copy to the Chairman of the Board of the
Bank or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
8. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by the Executive and such other officer as may be specifically
designated by the Board. No waiver by either party at any time of any breach by
the other or failure to comply with any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement. The validity, interpretation,
construction performance of this Agreement shall be governed by the laws of the
State of Connecticut.
9. Validity. The invalidity or enforceability of any provision of this
Agreement shall into affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
Agreed to this day of _________ by and between ____________ and Salisbury Bank
and Trust Company.
SALISBURY BANK AND TRUST COMPANY
By: /s/
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