Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - MERCHANTS BANCSHARES INC | v422853_ex99-1.htm |
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)
October 26, 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:
| x | 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)) |
| Item 2.02. | Results of Operations and Financial Condition |
On October 26, 2015, Merchants Bancshares, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2015. The text of the press release is furnished as Exhibit 99.1 to this report. The press release is being furnished pursuant to Item 2.02 – “Results of Operations and Financial Condition” and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. In addition, the information contained in the press release shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filing.
| Item 8.01. | Other Events |
The only information in this Form 8-K that is being filed for purposes of Rule 425 under the Securities Act is the information relating solely to the proposed merger between the Company’s wholly-owned subsidiary, Merchants Bank, and NUVO Bank & Trust Company, contained in the press release furnished herewith as Exhibit 99.1 and being filed under this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibit is included with this report:
| (d) | Exhibits. |
| 99.1 | Press Release dated October 26, 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.
| By: | /s/ Thomas J. Meshako | ||
| Name: | Thomas J. Meshako | ||
| Title: | Chief Financial Officer and Treasurer Principal Accounting Officer |
Date: October 26, 2015
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release dated October 26, 2015 | |