UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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| [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                       |
| For the fiscal year ended     December 31, 2014                                                              |
| or                                                                                                                               |
| [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934              |
| For the transition period from                to |
|                                                                                                                             |
| Commission file number  0-11595                                                                                             |
|                                                                                                                             |
| Merchants Bancshares, Inc.                                                                                                       |
| (Exact name of registrant as specified in its charter)                                                                           |
|                                                                                                                             |
| Delaware                                                                                                                         |   | 03-0287342                                |
| (State or other jurisdiction of incorporation or organization)                                                                   |   | (I.R.S. Employer Identification No.)      |
|                                                                                                                             |
| 275 Kennedy Drive, South Burlington, Vermont                                                                                     |   | 05403                                     |
| (Address of principal executive offices)                                                                                         |   | (Zip Code)                                |
|                                                                                                                             |
| Registrant’s telephone number, including area code:  (802) 658 – 3400                                         |
|                                                                                                                             |
| Securities registered pursuant to Section 12(b) of the Act:                                                                      |
|                                                                                                                             |
| Title of each class                                                                                                              |   | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share                                                                                          |   | The NASDAQ Stock Market LLC               |
|                                                                                                                             |
| Securities registered pursuant to Section 12(g) of the Act:   None                                                          |

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [   ] Yes     [X] No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.[   ] Yes    [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes     [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X] Yes     [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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.       Large Accelerated Filer [   ]    Accelerated Filer [X]    Nonaccelerated Filer [   ]    Smaller Reporting Company [   ]

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). [   ] Yes     [X] No

The aggregate market value of the registrant’s common stock held by non-affiliates was $151,193,957 as computed using the per share price, as reported on the NASDAQ, as of market close on June 30, 2014.

As of February 28, 2015, there were 6,328,818 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement to Shareholders for the registrants’ Annual Meeting of Shareholders to be held on May 28, 2015 are incorporated herein by reference in Part III.

 

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EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2015 (the “Form 10-K”). The sole purpose of this Amendment is to file Exhibits 23.1 and 23.2 which were inadvertently omitted from the Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officers are filed as exhibits to this Amendment.

No changes have been made in this Amendment to modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.

 

 

 

 

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PART IV

 

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1)The following consolidated financial statements were previously filed with the SEC on March 13, 2015 as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is being hereby amended:

Consolidated Balance Sheets, December 31, 2014, and December 31, 2013

Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

Notes to Consolidated Financial Statements

(2)The following exhibits are either filed or attached as part of this report, or are incorporated herein by reference:

Exhibit    Description

|   |                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                      |
| 3.1.1  | Certificate of Incorporation, filed on April 20, 1987 (Incorporated by reference to Exhibit 3.1.1 to Merchants’ Annual Report on Form 10-K filed March 8, 2012)                                                                               |
| 3.1.2  | Certificate of Merger, filed on June 5, 1987 (Incorporated by reference to Exhibit 3.1.2 to Merchants’ Annual Report on Form 10-K filed on March 16, 2007)                                                                                    |
| 3.1.3  | Certificate of Amendment, filed on May 11, 1988 (Incorporated by reference to Exhibit 3.1.3 to Merchants’ Annual Report on Form 10-K filed on March 16, 2007)                                                                                 |
| 3.1.4  | Certificate of Amendment, filed on April 29, 1991 (Incorporated by reference to Exhibit 3.1.4 to Merchants’ Annual Report on Form 10-K filed on March 16, 2007)                                                                               |
| 3.1.5  | Certificate of Amendment, filed on August 29, 2006 (Incorporated by reference to Exhibit 3.1.5 to Merchants’ Annual Report on Form 10-K filed on March 16, 2007)                                                                              |
| 3.1.6  | Certificate of Amendment, filed August 29, 2006 (Incorporated by reference to Exhibit 3.1.6 to Merchants’ Annual Report on Form 10-K filed on March 16, 2007)                                                                                 |
| 3.2    | Amended and Restated Bylaws of Merchants Bancshares, Inc. (Incorporated by reference to Exhibit 3.2 to Merchants’ Annual Report on Form 10-K filed on March 10, 2014)                                                                         |
| 4      | Specimen of Merchants’ Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Merchants’ Annual Report on Form 10-K filed on March 13, 2008)                                                                                 |
| 10.1   | Merchants Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to Exhibit 4.1 to Merchants’ Registration Statement on Form S-3 (Registration No. 333-151572) filed on June 11, 2008)                          |
| 10.2   | Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to Merchants’ Current Report on Form 8-K filed on May 6, 2011) +                                                              |
| 10.3   | First Amendment to Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to Merchants’ Annual Report on Form 10-K filed on March 8, 2012) +                                    |
| 10.4   | Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.4 to Merchants’ Annual Report on Form 10-K filed on March 8, 2012) +                                                                                              |
| 10.5   | The Merchants Bancshares, Inc. and Subsidiaries Amended and Restated 1996 Compensation Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10.3 to Merchants’ Annual Report on Form 10-K filed on March 15, 2011) +              |
| 10.6   | The Merchants Bancshares, Inc. and Subsidiaries Amended and Restated 2008 Compensation Plan for Non-Employee Directors and Trustees (Incorporated by reference to Exhibit 10.4 to Merchants’ Annual Report on Form 10-K filed on March 15, 2011) + |
| 10.7   | Merchants Bancshares, Inc. Executive Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to Merchants’ Report on Form 8-K filed on March 2, 2011) +                                                                                   |
| 10.8   | Employment Agreement by and among Merchants Bancshares and Michael R. Tuttle, dated February 27, 2015 (Incorporated by reference to Exhibit 10.8 to Merchants’ Annual Report on Form 10-K filed on March 13, 2015) +                               |

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| 10.9   | Employment Agreement by and among Merchants, Merchants Bank and Janet P. Spitler, dated March 17, 2011 (Incorporated by reference to Exhibit 10.2 to Merchants’ Current Report on Form 8-K filed on March 23, 2011) +                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.10  | The Merchants Bank Amended and Restated Deferred Compensation Plan for Directors (Incorporated by reference to Exhibit 10.7 to Merchants’ Annual Report on Form 10-K filed on March 15, 2011) +                                                                                                                                                                 |
| 10.11  | Trust under the Merchants Bank Amended and Restated Deferred Compensation Plan for Directors (Incorporated by reference to Exhibit 10.8 to Merchants’ Annual Report on Form 10-K filed on March 15, 2011) +                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                   |
| 10.12  | Employment Agreement by and between Merchants Bank and Geoffrey R. Hesslink, dated March 17, 2011 (Incorporated by reference to Exhibit 10.5 to Merchants’ Current Report on Form 8-K filed on March 23, 2011) +                                                                                                                                                |
| 10.13  | Indenture, dated December 15, 2004, by and between Merchants Bancshares, Inc. and Wilmington Trust Company, as trustee (Incorporated by reference to Exhibit 10.5 to Merchants’ Annual Report on Form 10-K filed on March 9, 2005)                                                                                                                              |
| 10.14  | Guarantee Agreement, dated December 15, 2004, by and between Merchants Bancshares, Inc. and Wilmington Trust Company dated December 15, 2004 for the benefit of the holders from time to time of the Capital Securities of MBVT Statutory Trust I (Incorporated by reference to Exhibit 10.5.3 to Merchants’ Annual Report on Form 10-K filed on March 9, 2005) |
| 10.15  | Declaration of Trust of MBVT Statutory Trust I, dated December 2, 2004 (Incorporated by reference to Exhibit 10.5.2 to Merchants’ Annual Report on Form 10-K filed on March 9, 2005)                                                                                                                                                                            |
| 10.16  | Subscription Agreement, dated December 15, 2004, by and among MBVT Statutory Trust I, Merchants and Preferred Term Securities XVI, Ltd. (Incorporated by reference to Exhibit 10.5.1 to Merchants’ Annual Report on Form 10-K filed on March 9, 2005)                                                                                                           |
| 10.17  | Placement Agreement, dated December 7, 2004, by and among Merchants Bancshares, Inc., FTN Financial Capital Markets and Keefe, Bruyette & Woods, Inc. (Incorporated by reference to Exhibit 10.5.4 to Merchants’ Annual Report on Form 10-K filed on March 9, 2005)                                                                                         |
| 10.18  | Purchase and Sale Agreement between Merchants Bank and Eastern Avenue Properties, L.L.C., dated as of June 27, 2008 (Incorporated by reference to Exhibit 10.18.1 to Merchants’ Quarterly Report on Form 10-Q filed on August 7, 2008)                                                                                                                          |
| 10.19  | Leaseback Agreement between Merchants Bank and Farrell Exchange, L.L.C., dated as of June 27, 2008 (Incorporated by reference to Exhibit 10.18.2 to Merchants’ Quarterly Report on Form 10-Q filed on August 7, 2008)                                                                                                                                      |
| 10.20  | Employment Agreement by and between Merchants Bank and Thomas J. Meshako, dated November 10, 2014 (Incorporated by reference to Exhibit 10.20 to Merchants’ Annual Report on Form 10-K filed on March 13, 2015) +                                                                                                                                          |
| 10.21  | Employment Agreement by and between Merchants Bank and Molly Dillon, dated March 1, 2014  (Incorporated by reference to Exhibit 10.21 to Merchants’ Annual Report on Form 10-K filed on March 13, 2015) +                                                                                                                                             |
| 10.22  | Employment Agreement by and between Merchants Bank and Marie Thresher, dated December 19, 2013  (Incorporated by reference to Exhibit 10.22 to Merchants’ Annual Report on Form 10-K filed on March 13, 2015) +                                                                                                                                       |
| 21     | Subsidiaries of Merchants (Incorporated by reference to Exhibit 21 to Merchants’ Annual Report on Form 10-K filed on March 8, 2012)                                                                                                                                                                                                                        |
| 23.1   | Consent of Crowe Horwath LLP*                                                                                                                                                                                                                                                                                                                                          |
| 23.2   | Consent of KPMG LLP*                                                                                                                                                                                                                                                                                                                                                   |
| 31.1   | Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                    |
| 31.2   | Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended*                                                                                                                                                                                                                                    |
| 32.1   | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                               |
| 32.2   | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                               |

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| 101                                                                                                                                                                                            | The following materials from Merchants Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014 formatted in XBRL: (i) Consolidated Balance Sheets at December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements (Incorporated by reference to Exhibit 101 to Merchants’ Annual Report on Form 10-K filed on March 13, 2015) |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

+Management contract or compensatory plan or agreement

*Filed herewith

**Previously furnished with Merchants’ Annual Report on Form 10-K filed with the SEC on March 13, 2015 |

 

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SIGNATURES

Pursuant to the requirement of Section 13 or 15 (d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Merchants Bancshares, Inc.

 

|   |           |   |                                 |
|--------|----------------|--------|--------------------------------------|
| Date   | March 17, 2015 | By     | /s/ Michael R. Tuttle                |
|   |           |   | Michael R. Tuttle, President and CEO |

 

 

 

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