-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqfKiX4ml2a8WSkjRmxfJTjW/Rv24pYPTTiOoMnyLftz9t/CEOGxXGeSvRW08rJX 1FMyg/EDFuVaT08xChn3cw== 0000943374-07-001331.txt : 20070925 0000943374-07-001331.hdr.sgml : 20070925 20070925143431 ACCESSION NUMBER: 0000943374-07-001331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070925 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seneca-Cayuga Bancorp, Inc. CENTRAL INDEX KEY: 0001356261 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161601243 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52111 FILM NUMBER: 071133735 BUSINESS ADDRESS: STREET 1: 19 CAYUGA STREET CITY: SENECA FALLS STATE: NY ZIP: 13148 BUSINESS PHONE: (315) 568-5855 MAIL ADDRESS: STREET 1: 19 CAYUGA STREET CITY: SENECA FALLS STATE: NY ZIP: 13148 8-K 1 form8k_092507.txt FORM 8K 092507 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 25, 2007 Seneca-Cayuga Bancorp, Inc. (Exact name of registrant as specified in its charter) United States of America 000-52111 16-1601243 ----------------------------- ---------- --------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 19 Cayuga Street, Seneca Falls, NY 13148 ---------------------------------------- (Address of Principal Executive Offices) (315) 568-5855 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below): ( ) 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 (12 CFR 240.13e-4(c)) Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The Boards of Directors of Seneca-Cayuga Bancorp, Inc. (the "Company") and the Company's wholly-owned subsidiary Seneca Falls Savings Bank (the "Bank") announced today that it has adopted a management succession plan. President, Robert E. Kernan, Jr., will retire from that role as of January 1, 2008. Menzo D. Case, current Executive Vice President and Chief Financial Officer of the Company and the Bank, has been named as Mr. Kernan's replacement. Mr. Kernan will also retire from his role as Chief Executive Officer of the Company and the Bank on July 1, 2008, and Mr. Case will also assume that role at that time. Mr. Kernan will continue in his role as Chairman of the Board for both the Company and the Bank. Mr. Case was named Executive Vice President and Chief Financial Officer in 2002 and was originally hired as the Bank's Treasurer and Chief Financial Officer in 1999. Prior to joining the bank, Mr. Case served as the Executive Vice President and Chief Financial Officer of Adirondack Financial Services Bancorp, Inc., a savings and loan holding company located in Gloversville, New York. A press release related to this announcement is attached as exhibit 99.1. Item 9.01 - Financial Statements and Exhibits (a) Financial statements of businesses acquired. None. (b) Pro forma financial information. None. (c) Shell company transactions. None. (d) Exhibits. Exhibit No. Description ------------ ---------------------------------------------- 99.1 Press Release dated September 25, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Seneca-Cayuga Bancorp, Inc. Date: September 25, 2007 /s/ Menzo D. Case ---------------------------------------- Menzo D. Case Executive Vice President and Chief Financial Officer Exhibit 99.1 EX-99.1 2 form8kexhibit_092507.txt PRESS RELEASE EXHIBITS Seneca-Cayuga Bancorp, Inc. Succession Plan Announcement CONTACT: Menzo D. Case EVP 19 Cayuga Street Seneca Falls, NY 13148 315-568-5855 FOR IMMEDIATE RELEASE September 25, 2007 Seneca-Cayuga Bancorp, Inc. Announces Leadership Succession Plan Kernan Announces Plan to Step Down As President of Seneca-Cayuga Bancorp, Inc. on January 1, 2008 and Chief Executive Officer on July 1, 2008 SENECA FALLS, NY--September 25, 2007--Seneca-Cayuga Bancorp, Inc. (OTC Bulletin Board: SCAY) The Seneca-Cayuga Bancorp, Inc. (the "Company") and Seneca Falls Savings Bank (the "Bank") Boards of Directors have adopted a management succession plan under which their President, Robert E. Kernan, Jr., will retire from that role as of January 1, 2008. Menzo D. Case, current Executive Vice President and Chief Financial Officer of the Company and the Bank, has been named as Mr. Kernan's replacement. Mr. Kernan will also retire from his role as Chief Executive Officer of the Company and the Bank on July 1, 2008, and Mr. Case will also assume that role at that time. Mr. Kernan will continue in his role as Chairman of the Board for both the Company and the Bank. Mr. Kernan has served as the President and CEO of the Company since its founding in 2000 and, prior to that, as President and CEO of the Company since 1991. During his tenure, Kernan helped guide the Company's strategy of expansion in its banking, securities/investments, and insurance activities, including the Bank's recently announced plans for its fifth banking branch in Auburn. "I am especially proud of and have a great deal of confidence in the leadership team that we have developed to carry our Company forward. Mr. Case already enjoys a strong and positive relationship with our officers and will continue to build the Seneca-Cayuga Bancorp, Inc. organization, which will benefit both the communities we serve and our shareholders," said Kernan. "I am privileged to work within the organization and thank the Board for this opportunity. I look forward to working with my colleagues and the Board on this transition over the next nine months. I believe that our employees will continue to exceed customer expectations and are prepared to take advantage of opportunities ahead," added Mr. Case. Since Mr. Kernan will remain Chairman, Mr. Case says he and other officers have easy access to him as a mentor and adviser even after his retirement. Mr. Kernan joined the Bank in October 1988 as its Treasurer. In January 1991, he was promoted to President and CEO and also assumed the position of Chairman of the Board. Kernan has also been active in community service. He currently serves on the Boards of New York Chiropractic College, Finger Lakes Council BSA, Seneca County Chamber, Seneca County IDA, National Women's Hall of Fame, United Way of Seneca County, Inc. and Catholic Charities of the Finger Lakes. He plans to continue his community involvement after retirement. Seneca-Cayuga Bancorp, Inc. is the mid-tier holding company of Seneca Falls Savings Bank, a federally chartered savings bank headquartered in Seneca Falls, New York. The Bank has four full service offices located in its market area consisting of Cayuga, Seneca, Wayne and Ontario Counties. This release may contain certain forward-looking statements, which are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact the Company's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, changes in real estate values, and competition, accounting principles, policies, or guidelines, legislation or regulation; and economic, competitive, governmental, regulatory, and technological factors affecting the Company's operations, pricing, products, and services. -----END PRIVACY-ENHANCED MESSAGE-----