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)
September 30, 2015

Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)

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:

NUVO Shareholder Approval of Merger. As previously announced, Merchants Bancshares, Inc. (“Merchants”) entered into an Agreement and Plan of Merger, dated as of April 27, 2015, with NUVO Bank & Trust Company (”NUVO”) and a related Bank Merger Agreement, dated as of July 2, 2015, between NUVO and Merchants’ wholly-owned subsidiary, Merchants Bank (together, the “Merger Agreement”), pursuant to which NUVO will be merged with and into Merchants Bank. Completion of the merger is subject to satisfaction of certain conditions, including the receipt of required regulatory approvals and approval by the shareholders of NUVO.

At a special meeting of the shareholders of NUVO held on September 30, 2015, the shareholders of NUVO approved the proposed merger by the affirmative vote of the holders of 84.5% of NUVO’s outstanding common stock. Under applicable Massachusetts banking laws, the affirmative vote of the holders of at least 66 2/3% of NUVO’s outstanding shares was required to approve the proposal.

As previously reported, on September 8, 2015, the Commissioner of the Vermont Department of Financial Regulation issued a Certificate of Approval of the proposed merger, subject to receipt of other required federal and state regulatory approvals and to approval by the shareholders of NUVO, and the Federal Deposit Insurance Corporation (FDIC) approved the proposed merger on August 27, 2015. An application for approval of the merger is pending with the Massachusetts Division of Banks. The public comment period on such application will expire on October 7, 2015.

Mailing of Cash/Stock Election Materials; Deadline for Receipt of Election Forms. Election forms are being mailed to the registered shareholders of NUVO, beginning on September 30, 2015, pursuant to which they may elect to receive as merger consideration 0.2416 shares of Merchants common stock, $7.15 in cash, or a combination of cash and stock, for each share of NUVO common stock outstanding, subject, however, to the allocation and proration provisions in the Merger Agreement. The parties have established a deadline of 5:00 p.m. on Friday, November 13, 2015 for return of the completed election forms and all required documents, including NUVO stock certificates, to the Exchange Agent, American Stock Transfer & Trust Company, LLC. Any shareholder of NUVO who does not receive the election materials may contact the Exchange Agent at (877) 248-6417 (toll free) or (718) 921-8317.

Subject to receipt of required regulatory approvals and satisfaction of all other conditions specified in the merger agreement, the parties expect the merger to be completed on or about November 30, 2015.

Additional Information About the Pending Transaction

This Report does not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

In connection with the proposed merger, Merchants filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that included a proxy statement of NUVO for the Special Meeting, which also constitutes a prospectus of Merchants. Investors and security holders are urged to read the registration statement and the proxy statement/prospectus regarding the proposed merger, as well as other documents filed with the SEC, because they contain important information about the merger and the parties to the transaction. You may obtain a free copy of the proxy statement/prospectus and other related documents filed by Merchants with the SEC at the SEC’s website at www.sec.gov. You may also obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Merchants on its website, at www.mbvt.com.

Copies of the proxy statement/prospectus can be obtained without charge by directing a request to Merchants Bancshares, Inc., 275 Kennedy Drive, South Burlington, VT 05402, Attention: Investor Relations, (802) 865-1807, or to NUVO Bank & Trust Company, 1500 Main Street, P.O. Box 15209, Springfield, Massachusetts 01115-5209.

Cautionary Note Regarding Forward-Looking Statements

This Report and its exhibit contain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this Cautionary Note is included for purposes of complying with these safe harbor provisions. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future expectations. These differences may be the result of various factors, including, among others:

(1) failure of the parties to satisfy the closing conditions in the Agreement in a timely manner or at all; (2) failure to obtain required regulatory approvals for the merger; (3) disruptions to the parties’ businesses as a result of the announcement and pendency of the merger; (4) costs or difficulties related to the integration of the business following the merger; (5) changes in general, national or regional economic conditions; (6) the risk that the anticipated benefits and cost savings from the transaction may not be fully realized or may take longer than expected to realize; (7) changes in loan default and charge-off rates; (8) changes in interest rates or credit availability; (9) possible changes in regulation resulting from or relating to the pending financial reform legislation; (10) changes in levels of income and expense in non-interest income and expense related activities; and (11) competition and its effect on pricing, spending, third-party relationships and revenues. The foregoing list should not be construed as exhaustive, and Merchants and NUVO undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.

For additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements, please refer to the filings by Merchants with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2014, and to the proxy statement/prospectus included in Merchants’ Registration Statement on Form S-4, which are available on the SEC’s website, at www.sec.gov.

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.