UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported)
December 4, 2015
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-11595 | | 03-0287342 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
275 Kennedy Drive South Burlington, Vermont | | (802) 658-3400 | | 05403 |
(Address of principal executive
offices) | | (Registrant’s telephone number, including area code) | | (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 4, 2015, Merchants Bancshares, Inc. (“Merchants”), a Delaware corporation and the parent company of Merchants Bank, issued a press release announcing the completion of the merger of NUVO Bank & Trust Company (“NUVO”), a Massachusetts bank, with and into Merchants’ wholly-owned subsidiary, Merchants Bank, as of the close of business on December 4, 2015. NUVO’s banking operations will be operated as a division of Merchants Bank.
The merger consideration paid by Merchants for NUVO’s outstanding common stock consisted of approximately 517,100 shares of Merchants Bancshares common stock and $5.106 million in cash. In addition, Merchants paid approximately $546,000 in cash in cancellation of a portion of NUVO’s 2013 common stock warrants and issued replacement 2013 warrants expiring in 2017 to purchase an aggregate of approximately 56,386 shares of Merchants Bancshares common stock on adjusted terms, including an adjusted exercise price of $20.69 per share. Merchants also issued replacement organizer warrants expiring in 2018 to purchase an aggregate of approximately 34,370 shares of Merchants Bancshares at an adjusted exercise price of $41.39 per share. Holders of NUVO’s outstanding stock options received aggregate option cancellation payments of approximately $332,000.
A copy of Merchants’ press release dated December 4, 2015, is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this Report:
Exhibit 99.1 – Press Release dated December 4, 2015.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
| | | | | |
| | MERCHANTS BANCSHARES, INC. | |
| | | | |
| | By: | | /s/ Thomas J. Meshako | |
| | Name: | | Thomas J. Meshako | |
| | Title: | | Chief Financial Officer & Treasurer
Principal Accounting Officer | |
| Date: December 4, 2015 | | | | |
EXHIBIT INDEX
Exhibit No. | Description |
Exhibit 99.1 | Press Release dated December 4, 2015 |
