UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
COMMUNITY BANCORP, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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COMMUNITY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 9, 2002
__________________________________________________________
NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Shareholders of
Community Bancorp, Inc. ("Corporation") will be held at the Main Office
of the Corporation, 17 Pope Street, Hudson, Massachusetts, on Tuesday,
April 9, 2002 at 10 o'clock A.M., for the purpose of considering and
voting upon the following matters:
1. To fix the number of Directors who shall constitute the full
Board of Directors at ten.
2. To elect as Directors the three individuals listed as nominees
in the Proxy Statement accompanying this Notice of Meeting
who, together with the seven Directors whose terms of office do
not expire at this meeting, will constitute the full Board of
Directors.
3. Such other matters as may properly be brought before the meeting
and any adjournment thereof.
The record date and hour for determining shareholders entitled to notice
of, and to vote at, the meeting, has been fixed at 5 o'clock P.M., March 1,
2002.
By Order of the Board of Directors,
/s/ Donald R. Hughes, Jr.
----------------------------
Donald R. Hughes, Jr., Clerk
March 12, 2002
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THAT PURPOSE. YOU MAY NEVERTHELESS VOTE IN PERSON
IF YOU DO ATTEND THE MEETING.
COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 9, 2002
The following information is furnished in connection with the solicitation
of proxies by the management of Community Bancorp, Inc. ("Corporation"),
whose principal executive office is located at 17 Pope Street, Hudson,
Massachusetts, (Telephone: 978-568-8321), for use at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, April 9, 2002.
As of March 1, 2002, 5,940,606 shares of common stock of the Corporation
were outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote has
been fixed at 5 o'clock P.M., March 1, 2002. Only shareholders of record
at such time will be entitled to notice of, and to vote at, the meeting.
Shareholders are urged to sign the enclosed form of proxy solicited on
behalf of the management of the Corporation and return it at once in the
envelope enclosed for that purpose. The proxy does not affect the right
to vote in person at the meeting and may be revoked prior to its exercise.
Proxies will be voted in accordance with the shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at ten; to elect I. George Gould, James A.
Langway, and David L. Parker to the Board of Directors of the Corporation
to serve until the Annual Meeting of Shareholders in the year 2005 and
until their successors are duly elected and qualified to serve.
The financial statements of the Corporation for 2001 have been mailed to
the shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the Corporation.
The Proxy Statement will be mailed to shareholders of the Corporation on
or about March 12, 2002.
-2-
Determination of Number of Directors
and Election of Directors
------------------------------------
The persons named as proxies intend to vote to fix the number of Directors
for the ensuing year at ten and vote for the election of the persons named
below as Nominees for Election at This Meeting as Directors, each to hold
office until the annual meeting held in the year indicated in the column
designated "Term of Office". If any nominee should not be available for
election at the time of the meeting, the persons named as proxies may vote
for another person in their discretion or may vote to fix the number of
Directors at less than ten. The management does not anticipate that any
nominee will become unavailable.
The By-laws of the Corporation provide in substance that the Board of
Directors shall be divided into three classes as nearly equal in number
as possible, and that the term of office of one class shall expire and a
successor class be elected at each annual meeting of the shareholders.
The present number of Directors is ten. It is proposed by the Board that
at the meeting the number of Directors who shall constitute the full Board
of Directors until the next annual meeting be fixed at ten and that the
three nominees listed below be elected to serve until the date indicated
opposite their names. All of the nominees are currently Directors.
Opposite the name of each nominee and each continuing Director in the
following table is shown: (1) the number of shares of stock of the
Corporation owned beneficially by each such person; (2) for those persons
serving as Directors of the Corporation, the date on which such person's
term of office as Director began; (3) the term of office for which such
person will serve; and (4) such person's current principal occupation or
employment.
-3-
Nominees For Election at This Meeting
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Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 2002 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
I. George Gould 42,964 1962 2005 Director of
Corporation
and Community
National Bank;
Chairman,
Gould's, Inc.
James A. Langway 244,143 1976 2005 Director of
Corporation
and Community
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Community
National Bank
David L. Parker 68,484 1986 2005 Director of
Corporation
and Community
National Bank;
Chairman,
Larkin Lumber Co.
Directors Continuing In Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 2002 (1) Since Office Occupation
---- ------------ ------------ ------ ----------
Jennie Lee Colosi 4,871 1999 2003 Director of
Corporation
and Community
National Bank;
President &
Treasurer, ET&L
Construction, Inc.
Antonio Frias 78,121 1985 2003 Director of
Corporation
and Community
National Bank;
President and
Treasurer,
S & F Concrete
Contractors, Inc.
Horst Huehmer 45,264 1980 2004 Director of
Corporation
and Community
National Bank;
Retired.
Donald R. Hughes, Jr. 101,916 1995 2004 Director of
Corporation
and Community
National Bank;
Treasurer &
Clerk of the
Corporation;
Executive Vice
President &
Cashier of
Community
National Bank
Dennis F. Murphy, Jr. 851,716 1984 2003 Chairman of
the Board of
Corporation
and Community
National Bank;
Director of
Corporation
and Community
National Bank;
President and
Treasurer,
D. Francis
Murphy Insurance
Agency, Inc.
Mark Poplin 307,618 1967 2004 Director of
Corporation
and Community
National Bank;
President and
Treasurer,
Poplin Supply
Co.; Secretary,
Poplin
Furniture Co.
David W. Webster 142,108 1995 2004 Director of
Corporation
and Community
National Bank;
President,
Knight Fuel
Co., Inc.
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Note:
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1. Beneficial ownership of stock for the purpose of this statement includes
securities owned by the spouse and minor children and any relative with the
same address. Certain Directors may disclaim beneficial ownership of
certain of the shares listed beside their names.
The affirmative vote of the holders of a majority of the common stock of
the Corporation present or represented and voting at the meeting is required
to fix the number of Directors. The affirmative vote of a plurality of the
votes cast by shareholders is required to elect Directors.
Other Matters
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The management knows of no business which will be presented for
consideration at the meeting other than that set forth in this Proxy
Statement. However, if any such business comes before the meeting, the
persons named as proxies will vote thereon according to their best
judgment.
By order of the Board of Directors
/s/ James A. Langway
--------------------
James A. Langway
President
Hudson, Massachusetts
March 12, 2002
COMMUNITY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 9, 2002
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of
Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes and
appoints Jennie Lee Colosi, Horst Huehmer and David W. Webster, and each of
them (with full power to act alone), true and lawful attorneys, agents and
proxies, with power of substitution to each, to attend the Annual Meeting
of the Shareholders of said Corporation to be held at the Main Office of
the Corporation at 17 Pope Street, Hudson, Massachusetts on Tuesday, April
9, 2002 at 10 o'clock A.M., and any adjournments thereof, and thereat to
vote or otherwise act in respect of all the shares of capital stock of said
Corporation that the undersigned shall be entitled to vote, with all powers
the undersigned would posses if personally present, upon the following
matters:
1. To fix the number of Directors For [ ]
who shall constitute the full
Board of Directors at ten. Withheld [ ]
2. To elect as Directors the three For [ ]
individuals listed as nominees
in the Proxy Statement accompanying Withheld [ ]
this Proxy who, together with the
seven Directors whose terms of office
do not expire at this meeting, will
constitute the full Board of Directors.
3. Such other matters as may properly For [ ]
be brought before the meeting
and any adjournments thereof. Withheld [ ]
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED ABOVE
UNLESS "WITHHELD" IS INDICATED. IF ANY OF THE INDIVIDUALS LISTED AS
NOMINEES FOR DIRECTOR IN THE PROXY STATEMENT DATED MARCH 12, 2002
ACCOMPANYING NOTICE OF SAID MEETING IS UNAVAILABLE AS A CANDIDATE, OR
ANY OTHER NOMINATION IS MADE OR ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF
THE PERSONS ACTING HEREUNDER UNLESS "WITHHELD" IS INDICATED IN RESPONSE
TO ITEM 3 ABOVE.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT.
Dated: _____________________, 2002
___________________________________
(Signature of Shareholder)
___________________________________
(Signature of Shareholder)
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title
Number of Shares___________________