As filed with the Securities and Exchange Commission on September 11, 2009
Registration No. 333-160767
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Salisbury Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 06-1514263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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5 Bissell Street
Lakeville, Connecticut 06039
(860) 435-9801
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Richard J. Cantele, Jr.
President & Chief Executive Officer
Salisbury Bancorp, Inc.
5 Bissell Street
Lakeville, Connecticut 06039
(860) 435-9801
(Name, address, including Zip code, and telephone number, including area
code, of agent for service)
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Copy to:
Thomas A. Klee, Esq.
Cranmore, FitzGerald & Meaney
49 Wethersfield Avenue
Hartford, Connecticut 06114
(860) 522-9100
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(c) under the Securities Act,
check the following box. [_]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company' in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
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CALCULATION OF REGISTRATION FEE
========================================== =============== ================= ==================== ==================
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered per Unit Offering Price Registration Fee
------------------------------------------ --------------- ----------------- -------------------- ------------------
------------------------------------------ --------------- ----------------- -------------------- ------------------
Warrant to Purchase Common Stock, par
value $0.10 per share, and underlying
shares of Common Stock issuable upon
exercise of Warrant 57,671(1) $22.93(2) $1,322,396.00(2) $73.79
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$1,322,396.00 $73.79(3)
Total
========================================== =============== ================= ==================== ==================
(1) Pursuant to Rule 416(a), includes such additional shares of Common Stock,
of a currently indeterminable amount, as may be issued from time to time
to prevent dilution resulting from stock splits, stock dividends or
similar transactions as provided in the Warrant to Purchase Common Stock.
(2) Pursuant to Rule 457(i) under the Securities Act of 1933, based on the per
share exercise price of the Warrant to Purchase Common Stock.
(3) Previously paid.
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The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed or
supplemented. The securities described in this prospectus cannot be sold until
the registration statement that we have filed to cover the securities has become
effective under the rules of the Securities and Exchange Commission. This
prospectus is not an offer to sell these securities, and it is not soliciting an
offer to buy these securities in any state where such offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2009
PROSPECTUS
SALISBURY BANCORP, INC.
Warrant to Purchase 57,671 Shares of Common Stock, par value $.10 per share
57,671 Shares of Common Stock, par value $.10 per share
This prospectus relates to (1) possible resales from time to time by
selling securityholders of some or all of (a) a warrant (the "Warrant") to
purchase 57,671 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Salisbury Bancorp, Inc., for cash at an initial exercise price of
$22.93 per share of Common Stock, and (b) any shares of Common Stock issued upon
exercise of the Warrant and (2) any issuance of shares of Common Stock upon
exercise of the Warrant if such issuance is not exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
In this prospectus, we refer to the Warrant and the Common Stock issued upon
exercise of the Warrant, collectively, as the Securities. The Warrant was
originally issued by us pursuant to the Letter Agreement dated March 13, 2009
and the related Securities Purchase Agreement - Standard Terms, between us and
the United States Department of the Treasury, which we refer to as the initial
selling securityholder, in a transaction exempt from the registration
requirements of the Securities Act.
In this prospectus, we refer to the initial selling securityholder and its
successors, including transferees, as the selling securityholders. The selling
securityholders may offer the Securities from time to time, directly or through
underwriters, broker-dealers or agents and in one or more public or private
transactions and at fixed prices, prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. If the Securities are sold
through underwriters, broker-dealers or agents, the selling securityholders will
be responsible for underwriting discounts or commissions or agents' commissions.
We will not receive any proceeds from the sales of Securities by the
selling securityholders.
Our Common Stock is traded on the NYSE AMEX under the symbol "SAL." On
September 10, 2009, the last sale of our Common Stock as reported on the NYSE
AMEX was $24.01 per share.
Our principal executive offices are located at 5 Bissell Street,
Lakeville, Connecticut 06039, and our telephone number is (860) 435-9801.
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YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS REFERRED TO ON PAGE 6 OF THIS
PROSPECTUS AND SET FORTH IN THE DOCUMENTS INCORPORATED BY REFERENCE BEFORE
PURCHASING ANY OF THESE SECURITIES.
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NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURNACE
COMMISSION (THE "FDIC"), THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATIONS
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FDIC, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
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Prospectus dated September __, 2009
2
TABLE OF CONTENTS
PROSPECTUS
Page
------------
About this Prospectus 4
About Salisbury Bancorp, Inc. 5
Forward-Looking Statements 5
Risk Factors 6
Where You Can Find More Information 11
Incorporation By Reference 11
About This Offering 13
Determination of Offering Price 13
Use of Proceeds 13
Description of Capital Stock 14
Description of Warrant to Purchase Common Stock 14
Description of Common Stock 16
Selling Securityholders 18
Plan of Distribution 18
Legal Matters 20
Experts 20
3
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with
the Securities and Exchange Commission (the "SEC") utilizing a "shelf"
registration process. Under this shelf registration process, the selling
securityholders may, from time to time, sell any combination of the securities
described in this prospectus in one or more offerings.
The registration statement containing this prospectus, including the
exhibits to the registration statement, provides additional information about us
and the securities offered under this prospectus. The registration statement,
including the exhibits and the documents incorporated herein by reference, can
be read on the SEC website or at the SEC offices mentioned under the heading
"Where You Can Find More Information."
We may provide a prospectus supplement containing specific information
about the terms of a particular offering by the selling securityholders. The
prospectus supplement may add, update or change information in this prospectus.
If the information in the prospectus is inconsistent with a prospectus
supplement, you should rely on the information in that prospectus supplement.
You should read both this prospectus and, if applicable, any prospectus
supplement. See "Where You Can Find More Information" for more information.
We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus or any prospectus supplement. You
must not rely upon any information or representation not contained or
incorporated by reference in this prospectus or any prospectus supplement. This
prospectus and any prospectus supplement do not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and any prospectus
supplement constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. You should not assume that the
information contained in this prospectus or any prospectus supplement is
accurate on any date subsequent to the date set forth on the front of such
document or that any information we have incorporated by reference is correct on
any date subsequent to the date of the document incorporated by reference, even
though this prospectus and any prospectus supplement is delivered or securities
are sold on a later date.
Unless otherwise stated or the context otherwise requires, all references
to "Salisbury Bancorp, Inc.," "the Company," "we," "our," "us" and similar terms
refer to Salisbury Bancorp, Inc. and its consolidated subsidiary, except that
such terms refer to only Salisbury Bancorp, Inc. and not its consolidated
subsidiary in the sections entitled "Description of Warrant to Purchase Common
Stock" and "Description of Common Stock."
Unless otherwise indicated, currency amounts in this prospectus and in any
applicable prospectus supplement are stated in U.S. dollars.
4
ABOUT SALISBURY BANCORP, INC.
Salisbury Bancorp, Inc. is a registered bank holding company under the
Bank Holding Company Act of 1956, as amended. Its primary activity is to act as
the holding company for its sole subsidiary, the Salisbury Bank and Trust
Company (the "Bank"), which accounts for most of the Company's net income. The
Bank is chartered as a state bank and trust company by the State of Connecticut,
and its deposits are insured by the Federal Deposit Insurance Corporation (the
"FDIC") in accordance with the Federal Deposit Insurance Act.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference, as
well as other filings, reports and press releases made or issued by the Company
and the Bank, and oral statements made by executive officers of the Company and
Bank, may include forward-looking statements relating to such matters as:
o Assumptions concerning future economic and business conditions and
their effect on the economy in general and on the markets in which
the Company and the Bank do business, and
o Expectations for increased revenues and earnings for the Company and
Bank through growth resulting from acquisitions, attraction of new
deposit and loan customers and the introduction of new products and
services.
Such forward-looking statements are based on assumptions rather than
historical or current facts and, therefore, are inherently uncertain and subject
to risk. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Act of 1995.
5
RISK FACTORS
An investment in our securities involves significant risks. You should
carefully consider the risks and uncertainties and the risk factors set forth in
this prospectus and the documents and reports filed with the SEC that are
incorporated by reference into this prospectus, as well as any risks described
in any applicable prospectus supplement, before you make an investment decision
regarding the securities. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also affect our business
operations.
In addition to the other information contained in this prospectus, the
following risks may affect the Company. If any of these risks occurs, the
Company's business, financial condition operating results and cash flows could
be adversely affected. The Company's business and financial condition is
directly affected by the Bank's business and financial condition and, thus, is
subject to certain risks of the Bank.
Changes in economic conditions could materially negatively impact the Company's
business
The business of the Company and the Bank are directly affected by factors
such as economic, political and market conditions, broad trends in industry and
finance, legislative and regulatory changes, changes in governmental monetary
and fiscal policies and inflation, all of which are beyond the Company's
control. The Bank is particularly affected by economic conditions in Litchfield
County, Connecticut, Berkshire County, Massachusetts, and Colombia and Dutchess
Counties in New York. Deterioration in economic conditions could result in the
following consequences, any of which could have a material adverse effect on the
Company's business, financial condition, results of operations and cash flows:
o Problem assets and foreclosures may increase;
o Demand for the Bank's products and services may decline;
o Low cost or non-interest bearing deposits may decrease; and
o Collateral for loans made by the Bank, especially real estate, may
decline in value, in turn reducing customers' borrowing power, and
reducing the value of assets and collateral associated with the
Bank's existing loans.
In view of the geographic concentration of the Bank's operations and the
collateral securing the Bank's loan portfolio, the Company may be particularly
susceptible to the adverse effects of any of these consequences, any of which
could have a material adverse effect on the Company's business, financial
condition, results of operations and cash flows.
The Company is dependent on key personnel and the loss of one or more of those
key personnel may materially and adversely affect the Company's prospects
Competition for qualified employees and personnel in the banking industry
is intense and there are a limited number of qualified persons with knowledge
of, and experience in, the banking industry within the communities the Bank
serves. The Company's and the Bank's success depends to a significant degree
upon the ability to attract and retain qualified management, loan origination,
finance, administrative, marketing and technical personnel and upon the
continued contributions of management and personnel. The loss of the services of
the senior executive management team members or other key executives could have
a material adverse effect on the Company's business, financial condition,
results of operations and cash flows.
6
The Bank's business is subject to interest rate risk
A substantial portion of the Company's income is derived from the
differential or "spread" between the Bank's interest earned on loans, securities
and other interest earning assets, and interest paid on deposits, borrowings and
other interest bearing liabilities. Because of the differences in the maturities
and repricing characteristics of interest earning assets and interest bearing
liabilities, changes in interest rates do not produce equivalent changes in
interest income earned on interest earning assets and interest paid on interest
bearing liabilities. Accordingly, fluctuations in interest rates could adversely
affect the interest rate spread and, in turn, the Company's profitability. In
addition, loan origination volumes are affected by market interest rates. Rising
interest rates generally are associated with a lower volume of loan originations
while lower interest rates are usually associated with higher loan originations.
Conversely, in rising interest rate environments, loan repayment rates may
decline and in falling interest rate environments, loan repayment rates may
increase. Falling interest rate environments may cause additional refinancing of
commercial real estate and 1-4 family residence loans, which may depress the
Company's loan volumes or cause rates on loans to decline. In addition, an
increase in the general level of short-term interest rates on variable rate
loans may adversely affect the ability of certain borrowers to pay the interest
on and principal of their obligations or reduce the amount they wish to borrow.
Retention of existing deposit customers and the attraction of new deposit
customers may require the Company to increase rates it pays on deposit accounts.
Changes in levels of market interest rates could materially and adversely affect
net interest spread, asset quality, loan origination volume, business, financial
condition, results of operations and cash flows.
Certain types of loans have a higher degree of risk
A downturn in the Company's real estate markets could hurt the Company's
business because most of the Bank's loans are secured by real estate. Real
estate values and real estate markets are generally affected by changes in
national, regional or local economic conditions, fluctuations in interest rates
and the availability of loans to potential purchasers, changes in tax laws and
other governmental statutes, regulations and policies and acts of nature. As
real estate prices decline, the value of real estate collateral securing the
Bank's loans is reduced. The Bank's ability to recover on defaulted loans by
foreclosing and selling the real estate collateral is diminished and the Company
is more likely to suffer losses on defaulted loans. If there is a significant
decline in real estate values, especially in the Bank's market area, the
collateral for the Bank's loans will provide less security. Any such downturn
could have a material adverse effect on the Company's business, financial
condition, results of operations and cash flows.
The ability to attract deposits may affect the Bank's growth
The Company's ability to increase its assets depends in large part on the
Bank's ability to attract additional deposits at favorable rates. The Bank
anticipates seeking additional deposits by offering deposit products that are
competitive with those offered by other financial institutions in the Bank's
markets and by establishing personal relationships with the Bank's customers.
The Bank's inability to attract additional deposits at competitive rates could
have a material effect on the Company's business, financial condition, results
of operations and cash flows.
7
The Bank's the allowance for loan and lease losses is an estimate and may not be
adequate to cover all future actual losses
A source of risk arises from the possibility that losses could be
sustained because borrowers, guarantors, and related parties may fail to perform
in accordance with the terms of their loans and leases. The underwriting and
credit monitoring policies and procedures that the Bank has adopted to address
this risk may not prevent unexpected losses that could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flows. Unexpected losses may arise from a wide variety of specific or
systemic factors, many of which are beyond the Bank's ability to predict,
influence or control.
Like all banking institutions, the Bank maintains an allowance for loan
and lease losses to provide for loan and lease defaults and non-performance. The
allowance for loan and lease losses reflects the Bank's estimate of the probable
losses in the Bank's loan and lease portfolio at the relevant balance sheet
date. The Bank's allowance for loan and lease losses is based on prior
experience, as well as an evaluation of the known risks in the current
portfolio, composition and growth of the loan and lease portfolio and economic
factors. The determination of an appropriate level of loan and lease loss
allowance is an inherently difficult process and is based on numerous
assumptions. The amount of future losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that may be
beyond the Bank's control and these losses may exceed current estimates. Federal
and state regulatory agencies, as an integral part of their examination process,
review the Bank's loans and leases and allowance for loan and lease losses.
The Bank relies on communications, information, operating and financial control
systems technology from third-party service providers. The Bank may suffer an
interruption in those systems that may result in lost business and may not be
able to obtain substitute providers on terms that are as favorable if a
relationship with an existing service providers are interrupted
The Bank relies on certain third-party service providers for much of the
Bank's communications, information, operating and financial control systems
technology. Any failure or interruption or breach in security of these systems
could result in failures or interruptions in the Bank's customer relationship
management, general ledger, deposit, servicing and/or loan origination systems.
The Bank cannot be certain that such failures or interruptions will not occur
or, if they do occur, that they will be adequately addressed by the Bank or the
third parties on which the Bank relies. The occurrence of any failures or
interruptions could have a material adverse effect on the Bank's business,
financial condition, results of operations and cash flows. If any of the Bank's
third-party service providers experience financial, operational or technological
difficulties, or if there is any other disruption in the Bank's relationships
with them, the Bank may be required to locate alternative sources of such
services, and the Bank may not be able to negotiate terms that are as favorable
to the Bank, or obtain services with similar functionality as found in the
Bank's existing systems without the need to expend substantial resources, if at
all. Any of these circumstances could have a material adverse effect on the
Company's business, financial condition, results of operations and cash flows.
The Bank faces strong competition from financial service companies and other
companies that offer banking services
Increased competition in the Bank's markets may result in reduced loans
and deposits. Ultimately, the Bank may not be able to compete successfully
against current and future competitors. Many competitors offer the banking
services that the Bank offers in its service areas. These competitors include
8
national banks, regional banks and other community banks. The Bank also faces
competition from many other types of financial institutions, including savings
and loan associations, finance companies, brokerage firms, insurance companies,
credit unions, mortgage banks and other financial intermediaries. In particular,
the Bank's competitors include several major financial companies whose greater
resources may afford them a marketplace advantage by enabling them to maintain
numerous locations and mount extensive promotional and advertising campaigns.
Additionally, banks and other financial institutions with larger capitalization
and financial intermediaries not subject to bank regulatory restrictions may
have larger lending limits, which would allow them to serve the credit needs of
larger customers. Areas of competition include interest rates for loans and
deposits, efforts to obtain loan and deposit customers and a range in quality of
products and services provided, including new technology-driven products and
services. Technological innovation continues to contribute to greater
competition in domestic and international financial services markets as
technological advances enable more companies to provide financial services. The
Bank also faces competition from out-of-state financial intermediaries that
solicit deposits in the Bank's market areas. If the Bank is unable to attract
and retain banking customers, it may be unable to continue the Bank's loan and
deposit growth and the Company's business, financial condition, results of
operations and cash flows may be adversely affected.
The Company and the Bank are subject to extensive government regulation
The operations of the Company and the Bank are subject to extensive
regulation by federal, state and local governmental authorities and are subject
to various laws and judicial and administrative decisions imposing requirements
and restrictions on part or all of the operations of the Company and the Bank.
Because the Company's and the Bank's business is highly regulated, the
applicable laws, rules and regulations are subject to regular modification and
change. The Company cannot be certain that laws, rules and regulations will not
be adopted in the future which could make compliance much more difficult or
expensive or otherwise adversely affect the Company's and the Bank's business,
financial condition, results of operations or cash flows.
The Bank may be exposed to risk of environmental liabilities with respect to
properties to which the Bank takes title
In the course of the Bank's business, the Bank may foreclose and take
title to real estate that could subject the Bank to environmental liabilities
with respect to these properties.
Customer information may be obtained and used fraudulently
Risk of theft of customer information resulting from security breaches by
third parties exposes the Bank to reputation risk and potential monetary loss.
The Bank has exposure to fraudulent use of its customers' personal information
resulting from its general business operations and through customer use of
financial instruments, such as debit cards. If a breach in security does occur
and the financial data of customers is compromised, the Bank will react as
quickly as possible to protect customer accounts and limit potential losses to
the Bank.
Recent market volatility may impact the Company's business and the value of its
common stock
The Company's business performance and the trading price of shares of its
common stock may be affected by many factors affecting financial institutions,
including the recent volatility in the credit, mortgage and housing markets, the
markets for securities relating to mortgages or housing, and the value of debt
and mortgage-backed and other securities that it holds in its investment
9
portfolio. Government action and legislation, such as the Emergency Economic
Stabilization Act of 2008 and the American Recovery and Reinvestment Act of
2009, which is also referred to as the Economic Stimulus Bill, may also impact
the Company and the value of its common stock. Given the unprecedented nature of
this volatility, the Company cannot predict what impact, if any, it will have on
the Company's business or share price.
The recent increase in FDIC deposit insurance premiums will increase the Bank's
non-interest expense
On December 16, 2008, the FDIC adopted a final rule, which took effect on
January 1, 2009, increasing the deposit insurance assessment rate by seven cents
per $100 of deposits. On February 27, 2009, the FDIC adopted another final rule,
effective on April 1, 2009, that, among other things, changes how the FDIC's
assessment system differentiates for risk and makes corresponding changes to
assessment rates beginning with the second quarter of 2009. As a result, the
Bank's base assessment rate increased. In addition, on June 30, 2009, the FDIC
imposed a special assessment, which will be effective September 30, 2009. It is
generally anticipated that the FDIC regular assessment will continue at
increased rates due to significant decreases in the reserves of the FDIC's
Deposit Insurance Fund and that another special assessment charge may be
necessary later in 2009. These increases in deposit insurance premiums have
resulted in and will continue to result in increases in the Bank's non-interest
expense.
10
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Accordingly, we file annual,
quarterly and current reports, proxy statements and other information with the
SEC and filed a registration statement on Form S-3 under the Securities Act of
1933 relating to the securities offered by this prospectus. This prospectus,
which forms part of the registration statement, does not contain all of the
information included in the registration statement. For further information, you
should refer to the registration statement and its exhibits.
You may read and copy the registration statement and any document we file
with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. You can also review
our filings by accessing the website maintained by the SEC at
http://www.sec.gov. The site contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC.
In addition to the foregoing, we maintain a website at
http://www.salisburybank.com. Our website content is made available for
informational purposes only. It should neither be relied upon for investment
purposes nor is it incorporated by reference into this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information that we file
with the SEC into this prospectus, which means we can disclose important
information to you by referring you to another document. The information
incorporated by reference is considered to be part of this prospectus from the
date on which we file that document. Any reports filed by us with the SEC after
the date of this prospectus and before the termination of the offering of the
securities by means of this prospectus will automatically update and, where
applicable, supersede information contained in this prospectus or incorporated
by reference into this prospectus. We incorporate by reference the following
documents:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2008;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009;
(d) The Company's Current Reports on Form 8-K filed on January 16, 2009,
March 11, 2009, March 19, 2009, March 27, 2009, May 27, 2009, May
29, 2009, June 5, 2009, July 8, 2009, July 15, 2009, August 25, 2009
and September 9, 2009;
(e) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2008; and
(f) The description of the Company's common stock contained in its Form
10-SB, filed January 7, 2000, and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
11
be deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
You may request a copy of these filings, at no cost, by writing or calling
us at the following address:
Salisbury Bancorp, Inc.
5 Bissell Street
Lakeville, Connecticut 06039
(860) 435-9801
ATTN: Shelly Humeston, Secretary
12
ABOUT THIS OFFERING
This prospectus relates to possible resales of a Warrant to purchase
57,671 shares of our Common Stocks and any shares of Common Stock issued from
time to time upon exercise of the Warrant. The Warrant were issued on March 13,
2009, along with shares of our Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, par value $.01 per share (the Series A Preferred Stock"), to the
United States Department of Treasury for an aggregate price of $8,816,000 in a
private placement exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). In connection with the private
placement and pursuant to a registration rights agreement, we agreed, subject to
certain limitations, to file this registration statement with the SEC and to use
our reasonable best efforts to cause this registration statement to become
effective as promptly as practicable after filing. This prospectus also relates
to any issuance of shares of Common Stock upon exercise of the Warrant if such
issuance is not exempt from the registration requirements of the Securities Act.
However, it does not relate to resale of the Series A Preferred Stock.
DETERMINATION OF OFFERING PRICE
This offering is being made solely to allow the selling securityholders to
offer and sell the securities to the public. The selling securityholders may
offer for resale some or all of their securities at the time and price that they
choose. On any given day, the price per share of Common Stock is likely to be
based on the market price for our Common Stock on the over-the-counter market.
USE OF PROCEEDS
This prospectus relates to the Securities that may be offered and sold
from time to time by the selling securityholders who will receive all of the
proceeds from the sale of the securities. The Company will not receive any of
the proceeds from the sales of the securities by the selling securityholders.
Most of the costs and expenses incurred in connection with the registration
under the Securities Act of the offered securities will be paid by the Company.
The selling securityholders will pay any brokerage fees and commissions, fees
and disbursements of legal counsel for the selling securityholders, and share
transfer and other taxes attributable to the sale of the offered securities.
This prospectus relates to any issuance of Common Stock upon exercise of
the Warrant if such issuance is not exempt from the registration requirements of
the Securities Act. If the Warrant is exercised, the Company will receive $22.93
for each share of Common Stock issued upon exercise. If the Warrant were
exercised in full, we would receive an aggregate of $1,322,396 for the Common
Stock issued upon exercise (or $661,198 if the number of shares of Common Stock
subject to the Warrant is reduced as described under "Description of Warrant to
Purchase Common Stock - Common Stock Subject to the Warrant)." Because the
Warrant is exercisable at any time on or before March 13, 2019, we cannot
predict if and when (if ever) the Warrant may be exercised, but we currently
expect that any proceeds we may receive upon any such exercise would be used for
general corporate purposes.
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DESCRIPTION OF CAPTAL STOCK
Our authorized capital stock consists of 3,000,000 shares of our Common
Stock, par value $.10 per share and 25,000 shares of Prefrred Stock, par value
$.01 per share. The only shares of Prefrred Stock issued and outstanding are
8,816 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par
value $.01 per share.
DESCRIPTION OF WARRANT TO PURCHASE COMMON STOCK
The following is a brief description of the terms of the Warrant that may
be resold by the selling securityholders. This summary does not purport to be
complete in all respects. This description is subject to and qualified in its
entirety by reference to the Warrant, a copy of which has been filed with the
SEC and is also available upon request from us.
Common Stock Subject to the Warrant
The Warrant is initially exercisable for 57,671 shares of our Common
Stock. If we complete one or more qualified equity offerings on or prior to
December 31, 2009 that result in our receipt of aggregate gross proceeds of not
less than $8,816,000, which is equal to 100% of the aggregate liquidation
preference of the Series A Preferred Stock, the number of shares of Common Stock
underlying the Warrant then held by the selling securityholders will be reduced
by 50%. The number of shares subject to the Warrant are subject to the further
adjustments described below under the heading "Adjustments to the Warrant."
Exercise of the Warrant
The initial exercise price applicable to the Warrant is $22.93 per share
of Common Stock for which the Warrant may be exercised. The Warrant may be
exercised at any time on or before March 13, 2019 by surrender of the Warrant
and a completed notice of exercise attached as an annex to the Warrant and the
payment of the exercise price per share for the Common Stock for which the
Warrant is being exercised. The exercise price may be paid either by the
withholding by the Company of such number of shares of Common Stock issuable
upon exercise of the Warrant equal to the value of the aggregate exercise price
of the Warrant determined by reference to the market price of our Common Stock
on the trading day on which the Warrant is exercised or, if agreed to by us and
the warrantholder, by the payment of cash equal to the aggregate exercise price.
The exercise price applicable to the Warrant is subject to the further
adjustments described below under the heading "Adjustments to the Warrant."
Upon exercise of the Warrant, certificates for the shares of Common Stock
issuable upon exercise will be issued to the warrantholder. We will not issue
fractional shares upon any exercise of the Warrant. Instead, the warrantholder
will be entitled to a cash payment equal to the market price of our Common Stock
on the last trading day preceding the date of exercise of the Warrant (less the
pro-rated exercise price of the Warrant) for any fractional shares that would
have otherwise been issuable upon exercise of the Warrant. We will at all times
reserve the aggregate number of shares of our Common Stock for which the Warrant
may be exercised.
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Rights as a Shareholder
The warrantholder shall have no rights or privileges of the holders of our
Common Stock, including any voting rights, until (and then only to the extent)
the Warrant has been exercised.
Transferability
The initial selling securityholder may not transfer a portion of the
Warrant with respect to more than 50% of the Common Stock subject to the Warrant
until the earlier of the date on which the Company has received aggregate gross
proceeds from a qualified equity offering of at least $8,816,000 and December
31, 2009. The Warrant and all rights under the Warrant are otherwise
transferable.
Adjustments to the Warrant
Adjustments in Connection with Stock Splits, Subdivisions,
Reclassifications and Combinations. The number of shares for which the Warrant
may be exercised and the exercise price applicable to the Warrant will be
proportionately adjusted in the event we pay dividends or make distributions of
our Common Stock, subdivide, combine or reclassify outstanding Common Stock.
Anti-dilution Adjustment. Until the earlier of March 13, 2012 and the date
on which the initial selling securityholder no longer holds the Warrant or any
portion of the Warrant (and other than in certain permitted transactions
described below), if we issue any Common Stock (or securities convertible or
exercisable into Common Stock) without consideration or for less than 90% of the
market price of the Common Stock on the last trading day prior to the date of
the agreement on pricing such shares, then the number of Common Stock into which
the Warrant is exercisable and the exercise price will be adjusted. Permitted
transactions include issuances:
o As consideration for or to fund the acquisition of businesses
and/or related assets;
o In connection with employee benefit plans and compensation
related arrangements in the ordinary course and consistent
with past practice approved by our board of directors; and
o In connection with public or broadly marketed offerings and
sales of Common Stock or convertible securities for cash
conducted by us or our affiliates pursuant to registration
under the Securities Act, or Rule 144A thereunder on a basis
consistent with capital-raising transactions by comparable
financial institutions.
Other Distributions. If we declare any dividends or distributions other
than our historical, ordinary cash dividends, the exercise price of the Warrant
will be adjusted to reflect such distribution.
Certain Repurchases. If we effect a pro rata repurchase of shares of
Common Stock, both the number of shares issuable upon exercise of the Warrant
and the exercise price will be adjusted.
Business Combinations. In the event of a merger, consolidation or similar
transaction involving the Company and requiring shareholder approval, the
warrantholder's right to receive our Common Stock upon exercise of the Warrant
shall be converted into the right to exercise the Warrant for the consideration
that would have been payable to the warrantholder with respect to the shares of
Common Stock for which the Warrant may be exercised, as if the Warrant had been
exercised prior to such merger, consolidation or similar transaction.
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DESCRIPTION OF COMMON STOCK
The following is a description of our Common Stock and certain provisions
of our Certificate of Incorporation and Bylaws and certain provisions of
applicable law. The following is only a summary and is qualified by applicable
law and by the provisions of our Certificate of Incorporation and Bylaws, copies
of which have been filed with the SEC and are also available upon request from
us.
General
Under our Certificate of Incorporation, as amended, we have authority to
issue up to 3,000,000 shares of our Common Stock, par value $.10 per share. As
of June 30, 2009, 1,686,701 shares of our Common Stock were issued and
outstanding.
Our Common Stock is traded on the NYSE AMEX. Outstanding shares of Common
Stock are validly issued, fully paid and non-assessable.
Voting Rights
Holders of shares of our Common Stock are entitled to one vote per share
on all matters submitted to a vote of shareholders. Holders of shares of our
Common Stock do not have cumulative voting rights.
Dividend Rights
Holders of shares of our Common Stock are entitled to dividends when and
as declared by our board of directors out of any funds legally available for the
payment of dividends. Holders of Series A Preferred Stock have (and other series
of preferred shares may in the future have) a priority over holders of shares of
our Common Stock with respect to dividends.
Until the earlier of March 13, 2012 and the date on which the initial
selling securityholder no longer holds any Series A Preferred Stock, we may not
declare or pay any dividend or make any distribution on the Common Stock, other
than regular quarterly cash dividends of not more than $0.28 per share, as
adjusted for any stock split, stock dividend, reverse stock split,
reclassification or similar transaction; dividends payable solely in shares of
Common Stock; and dividends or distributions of rights or junior shares in
connection with a shareholders' rights plan.
Liquidation and Dissolution
In the event of the liquidation, dissolution and winding up of the
Company, the holders of our Common Stock are entitled to receive ratably all of
the assets of the Company available for distribution after satisfaction of all
liabilities of the Company, subject to the rights of the holders of any of the
Company's preferred shares that may be issued from time to time.
Other Rights
Holders of our Common Stock have no preferential or preemptive rights with
respect to any securities of the Company and there are no conversion rights or
redemption or sinking fund provisions applicable to our Common Stock.
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Restrictions on Ownership
The Bank Holding Company Act requires any "bank holding company," as
defined in the Bank Holding Company Act, to obtain the approval of the Federal
Reserve Board prior to the acquisition of 5% or more of our Common Stock. Any
person, other than a bank holding company, is required to obtain prior approval
of the Federal Reserve Board to acquire 10% or more of our Common Stock under
the Change in Bank Control Act. Any holder of 25% or more of our Common Stock,
or a holder of 5% or more if such holder otherwise exercises a "controlling
influence" over us, is subject to regulation as a bank holding company under the
Bank Holding Company Act.
Certain provisions included in our Certificate of Incorporation, our
Bylaws, as well as certain provisions of the Connecticut Business Corporation
Law and federal law, may discourage, delay or prevent potential acquisitions of
control of us, particularly when attempted in a transaction that is not
negotiated directly with, and approved by, our board of directors, despite
possible benefits to our shareholders. These provisions are more fully set forth
in the documents and reports filed with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference into
this prospectus.
Transfer Agent
The transfer agent and registrar for our Common Stock is Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
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SELLING SECURITYHOLDERS
On March 13, 2009, we issued the Securities covered by this prospectus to
the United States Department of Treasury, which is the initial selling
securityholder under this prospectus, in a transaction exempt from the
registration requirements of the Securities Act. The initial selling
securityholder, or its successors, including transferees, may from time to time
offer and sell, pursuant to this prospectus or a supplement to this prospectus,
any or all of the securities they own. The Securities to be offered under this
prospectus for the account of the selling securityholders are:
o A Warrant to purchase 57,671 shares of our Common Stock; and
o 57,671 shares of Common Stock issuable upon exercise of the
Warrant, which shares, if issued, would represent
approximately 3.3% of our outstanding Common Stock on a pro
forma basis as of June 30, 2009.
For purposes of this prospectus, we have assumed that, after completion of
the offering, none of the Securities covered by this prospectus will be held by
the selling securityholders.
Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to the Securities. To our
knowledge, the initial selling securityholder has sole voting and investment
power with respect to the Securities.
We do not know when or in what amounts the selling securityholders may
offer the Securities for sale. The selling securityholders might not sell any or
all of the Securities offered by this prospectus. Because the selling
securityholders may offer all or some of the Securities pursuant to this
offering, and because currently no sale of any of the Securities is subject to
any agreements, arrangements or understandings, we cannot estimate the number of
the Securities that will be held by the selling securityholders after completion
of the offering.
Other than with respect to the acquisition of the Securities, the initial
selling securityholder has not had a material relationship with us.
Information about the selling securityholders may change over time and
changed information will be set forth in supplements to this prospectus if and
when necessary.
PLAN OF DISTRIBUTION
The selling securityholders and their successors, including their
transferees, may sell the Securities directly to purchasers or through
underwriters, broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling securityholders or the
purchasers of the Securities. These discounts, concessions or commissions as to
any particular underwriter, broker-dealer or agent may be in excess of those
customary in the types of transactions involved.
The Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions:
o On any national securities exchange or quotation service on
which the Common Stock may be listed or quoted at the time of
sale;
o In the over-the-counter market;
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o In transactions otherwise than on these exchanges or services
or in the over-the-counter market; or
o Through the writing of options, whether the options are listed
on an options exchange or otherwise.
In addition, any Securities that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In connection with the sale of the Securities or otherwise, the selling
securityholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Common Stock issuable upon exercise of
the Warrant in the course of hedging the positions they assume. The selling
securityholders may also sell short the Common Stock issuable upon exercise of
the Warrant and deliver shares of Common Stock to close out short positions, or
loan or pledge the Common Stock issuable upon exercise of the Warrant to
broker-dealers that in turn may sell these securities.
The aggregate proceeds to the selling securityholders from the sale of the
Securities will be the purchase price of the securities less discounts and
commissions, if any.
In effecting sales, broker-dealers or agents engaged by the selling
securityholders may arrange for other broker-dealers to participate.
Broker-dealers or agents may receive commissions, discounts or concessions from
the selling securityholders in amounts to be negotiated immediately prior to the
sale.
In offering the Securities covered by this prospectus, the selling
securityholders and any broker-dealers who execute sales for the selling
securityholders may be deemed to be "underwriters" within the meaning of Section
2(a)(11) of the Securities Act in connection with such sales. Any profits
realized by the selling securityholders and the compensation of any
broker-dealer may be deemed to be underwriting discounts and commissions.
Selling securityholders who are "underwriters" within the meaning of Section
2(a)(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act and may be subject to certain statutory and
regulatory liabilities, including liabilities imposed pursuant to Sections 11,
12 and 17 of the Securities Act of 1933 and Rule 10b-5 under the Exchange Act.
In order to comply with the securities laws of certain states, if
applicable, the Securities must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The anti-manipulation rules of Regulation M under the Exchange Act may
apply to sales of the Securities pursuant to this prospectus and to the
activities of the selling securityholders. In addition, we will make copies of
this prospectus available to the selling securityholders for the purpose of
satisfying the prospectus delivery requirements of the Securities Act .
At the time a particular offer of the Securities is made, if required, a
prospectus supplement will set forth the number and type of securities being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
We have agreed to indemnify the selling securityholders against certain
liabilities, including certain liabilities under the Securities Act. We have
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also agreed, among other things, to bear substantially all expenses (other than
underwriting discounts and selling commissions) in connection with the
registration and sale of the Securities covered by this prospectus.
This prospectus may also be used in connection with any issuance of shares
of Common Stock upon exercise of the Warrant if such issuance is not exempt from
the registration requirements of the Securities Act.
LEGAL MATTERS
The validity of the Securities offered pursuant to this prospectus has
been passed upon for us by Cranmore, FitzGerald & Meaney.
EXPERTS
The consolidated financial statements of the Company and its subsidiary as
of December 31, 2008 and 2007, and for each of the years in the three-year
period ended December 31, 2008, and management's assessment of the effectiveness
of internal control over financial reporting as of December 31, 2008, have been
incorporated by reference herein and in the registration statement in reliance
upon the reports of Shatswell MacLeod & Company, P.C., independent registered
public accounting firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
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SALISBURY BANCORP, INC.
Warrant to Purchase 57,671 Shares of Common Stock
57,671 Shares of Common Stock
PROSPECTUS
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
registration of the Securities offered hereby. Salisbury Bancorp, Inc. will bear
all of these expenses, including those of the selling securityholders (other
than any underwriting discounts or commissions or any agent commissions). All
amounts are estimated except for the SEC registration fee:
Item Amount
--------------------------------------------------------------------------------
SEC registration fee $ 73.79
Legal fees and expenses 7,500.00
Accounting fees and expenses 3,000.00
Printing expenses 2,500.00
Miscellaneous fees and expenses 1,426.21
------------
Total Expenses $ 14,500.00
============
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and bylaws provide that the
Company shall indemnify its directors, officers, employees and agents to the
maximum extent permitted or required by the Connecticut Business Corporation Act
(the "CBCA"). The CBCA provides for four (4) types of indemnification:
permissible; mandatory; obligatory; and court ordered. Permissible
indemnification for a director requires the director's conduct to have been
taken in good faith and in the reasonable belief that such conduct was in the
best interest of the Company. Mandatory indemnification is required under the
CBCA regardless of the provisions of a corporation's certificate of
incorporation or bylaws only when the director has been "wholly successful on
the merits or otherwise, in the defense of an action to which he was a party
because he is or was a director." Obligatory indemnification occurs by reason of
specific provisions in a certificate of incorporation, bylaw, board resolution
or contract. Court ordered indemnification arises when a court orders
indemnification based upon its finding that mandatory indemnification or
obligatory indemnification exists or because the court concludes that it would
be fair and reasonable to indemnify the director.
The Company's Certificate of Incorporation provides that the personal
liability of any director to the Company to its shareholders for monetary
damages for breach of duty as a director, except in certain circumstances, shall
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be limited to an amount equal to the compensation received by the director for
serving the Company as a director during the year of the violation. The
limitation, however, does not affect the ability of the Company or its
shareholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of his or her fiduciary duty.
Item 16. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1.1 Certificate of Incorporation of Salisbury Bancorp, Inc.
(Incorporated by reference to Exhibit 3.1 in the Company's
Registration Statement on Form S-4 filed April 23, 1998 (File
No. 333-50857)).
4.1.2 Certificate of Amendment to Certificate of Incorporation of
Salisbury Bancorp, Inc. (Incorporated by reference to Exhibit
3.1 in the Company's Current Report on Form 8-K filed
March 11, 2009 (File No. 0-24751)).
4.1.3 Certificate of Amendment to Certificate of Incorporation of
Salisbury Bancorp, Inc. for Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, par value $.01 per share.
(Incorporated by reference to Exhibit 3.1 in the Company's
Current Report on Form 8-K filed March 19, 2009 (File
No. 0-24751)).
4.2 By-Laws of Salisbury Bancorp, Inc., as amended as amended and
restated as of March 13, 2009. (Incorporated by reference to
Exhibit 3.2 in the Company's Current Report on Form 8-K filed
March 19, 2009 (File No. 0-24751)).
4.3 Warrant to purchase Common Stock dated March 13, 2009.
(Incorporated by reference to Exhibit 3.2 in the Company's
Current Report on Form 8-K filed March 19, 2009 (File No.
0-24751)).
5.1 Opinion of Cranmore, FitzGerald & Meaney as to the legality
of the securities being registered.
10.1 Letter Agreement between the Company and the United States
Department of the Treasury dated March 13, 2009, including the
Securities Purchase Agreement-Standard Terms attached thereto.
(Incorporated by reference to Exhibit 10.1 in the Company's
Current Report on Form 8-K filed March 19, 2009 (File No.
0-24751)).
23.1 Consent of Cranmore, FitzGerald & Meaney (included in
Exhibit 5.1).
23.2 Consent of Shatswell MacLeod & Company, P.C.
24.1 Powers of Attorney (Incorporated by reference to Signature
Page of the Company's Registration Statement on Form S-3
filed July 23, 2009 (File No. 333-160767)).
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Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 per cent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if
the registration statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining liability under the Securities Act
of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
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issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective date
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned
registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the offering made
by an undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Salisbury Bancorp, Inc.'s annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement will be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the securities
at that time will be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by each registrant
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by the director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Lakeville, State of Connecticut, on September 11,
2009.
Salisbury Bancorp, Inc.
[REGISTRANT]
By: /s/ Richard J. Cantele, Jr.
-----------------------------
Richard J. Cantele, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard J. Cantele, Jr. President, Chief Executive September 11, 2009
--------------------------
Richard J. Cantele, Jr. Officer and Director
___________*___________ Director
Louis F. Allyn, II
__________*____________ Director
John R. H. Blum
__________*____________ Director
Louise F. Brown
__________*____________ Director
Robert S. Drucker
__________*____________
Nancy F. Humphreys Director
__________*_____________ Director
Holly J. Nelson
__________*_____________
John F. Perotti Director
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___________*_____________ Director
Michael A. Varet
/s/ B. Ian McMahon Chief Financial Officer and September 11, 2009
--------------------
B. Ian McMahon Chief Accounting Officer
/s/ Richard J. Cantele, Jr. September 11, 2009
------------------------------
* Richard J. Cantele, Jr., Attorney-in-Fact
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