Maryland
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38-3941859
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Mr. Thomas W. Schneider
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Eric Luse, Esq.
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President and Chief Executive Officer
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Benjamin M. Azoff, Esq.
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Pathfinder Bancorp, Inc.
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Luse Gorman, PC
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214 West First Street
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5335 Wisconsin Ave., N.W., Suite 780
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Oswego, New York
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Washington, DC 20015-2035
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(315) 343-0057
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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Title of
Securities
to be
Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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302,796 (2)
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$11.35(3)
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$3,436,735
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$428
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Common stock, par value $0.01 per share
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66,251 (4)
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$15.10 (3)
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$1,000,391
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$125
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Stock Options
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263,605 (5)
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$—
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—
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N/A (5)
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(1) |
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Pathfinder Bancorp, Inc. 2016 Equity Incentive Plan (the "Equity Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Pathfinder Bancorp, Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the "Securities Act").
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(2) |
Represents the number of shares of common stock reserved for issuance under the Equity Plan with respect to grants of stock options and restricted stock.
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(3) |
Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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(4) |
Represents the number of stock options reserved for issuance under the Equity Plan for any future grants of stock options and restricted stock.
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(5) |
Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, no registration fee is required to be paid.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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*
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5
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Attached as Exhibit 5
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10.1
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**
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10.2
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Attached as Exhibit 10.2
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10.3
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Attached as Exhibit 10.3
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10.4
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Attached as Exhibit 10.4
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23.1
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Contained in Exhibit 5
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23.2
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Attached as Exhibit 23.2
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24
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Contained on Signature Page
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* |
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (Commission File No. 333-196676), originally filed by the Company under the Securities Act, with the Commission on June 11, 2014, and all amendments or reports filed for the purpose of updating such description.
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** |
Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. (File No. 001-36695), filed by the Company under the Exchange Act on March 29, 2016.
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PATHFINDER BANCORP, INC.
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By:
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/s/ Thomas W. Schneider
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Thomas W. Schneider
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/ Thomas W. Schneider
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President and Chief Executive Officer
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April 20, 2018
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Thomas W. Schneider
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(Principal Executive Officer)
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/s/ James A. Dowd
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
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April 20, 2018
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James A. Dowd
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(Principal Financial Officer)
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/s/ Lisa A. Kimball
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Vice President and Controller
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April 20, 2018
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Lisa A. Kimball
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(Principal Accounting Officer)
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/s/ David A. Ayoub
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Director
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April 20, 2018
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David A. Ayoub
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/s/ William A. Barclay
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Director
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April 20, 2018
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William A. Barclay
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/s/ Chris R. Burritt
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Director
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April 20, 2018
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Chris R. Burritt
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/s/ John Funiciello
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Director
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April 20, 2018
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John Funiciello
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/s/Adam C. Gagas
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Director
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April 20, 2018
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Adam C. Gagas
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/s/ George P. Joyce
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Director
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April 20, 2018
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George P. Joyce
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/s/ Melanie Littlejohn
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Director
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April 20, 2018
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Melanie Littlejohn
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/s/ John F. Sharkey
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Director
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April 20, 2018
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John F. Sharkey
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/s/ Lloyd Stemple
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Director
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April 20, 2018
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Lloyd Stemple
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Re: |
Pathfinder Bancorp, Inc. – Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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Date
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Vested Portion of Award
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant's delivery to the Company of written notice (the "Notice of Exercise of Option" attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
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·
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Cash or personal, certified or cashier's check in full/partial payment of the purchase price.
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·
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Stock of the Company in full/partial payment of the purchase price.
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·
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
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·
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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Attention: |
[Edward J. Mervine, Esq.
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7.2 |
"Fair Market Value" shall have the meaning set forth in Section 8.1(s) of the Plan.
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's death. This Option may thereafter be exercised by the Participant's legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option's expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option's expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). "Retirement" shall have the meaning set forth in Section 8.1(gg) of the Plan (i.e., retirement from employment as an Employee on or after attainment of age 65 or after attainment of age 55 with 15 years of Service). Options exercised more than three months following Retirement will not have ISO treatment.
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(iv)
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Termination for Cause. If the Participant's Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant's Service terminates for any reason other than due to death, Disability or Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option's expiration date, if earlier.
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13.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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13.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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13.3 |
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.
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13.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of New York.
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13.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
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Cash or personal, certified or cashier's check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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Date
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Vested Portion of Award
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__________ __, 20_
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%
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__________ __, 20_
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%
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__________ __, 20_
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%
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__________ __, 20_
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%
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__________ __, 20_
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%
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant's delivery to the Company of written notice (the "Notice of Exercise of Option" attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:
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·
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Cash or personal, certified or cashier's check in full/partial payment of the purchase price.
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·
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Stock of the Company in full/partial payment of the purchase price.
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·
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By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
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·
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By selling shares from my Option shares through a broker in full/partial payment of the purchase price.
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Attention: |
Edward J. Mervine Esq.
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7.2 |
"Fair Market Value" shall have the meaning set forth in Section 8.1(s) of the Plan.
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's death. This Option may thereafter be exercised by the Participant's legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant's Termination of Service by reason of the Participant's Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option's expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to termination on the Option's expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). "Retirement" shall have the meaning set forth in Section 8.1(gg) of the Plan (i.e., retirement from employment as an Employee or Service as a Director on or after attainment of age 65 or after age 55 with 15 years of Service or, with respect to retirement as a Director only, on or after attainment of age 60 and 10 years of continuous Service).
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(iv)
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Termination for Cause. If the Participant's Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant's Service terminates for any reason other than due to death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option's expiration date, if earlier.
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13.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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13.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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13.3 |
In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.
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13.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of New York.
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13.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.
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Cash or personal, certified or cashier's check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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Date
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Vested Portion of Award
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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__________ __, 20_
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__%
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant at the time the Restricted Stock vests. No dividend will be paid with respect to any Restricted Stock Award subject to performance-based vesting conditions unless and until the Participant vests in such Restricted Stock Award. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
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8.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2 |
A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. In the event of the Participant's Termination of Service by reason of the Participant's death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant's Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(iii)
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Retirement. In the event of the Participant's Termination of Service by reason of the Participant's Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. "Retirement" shall have the meaning set forth in Section 8.1(gg) of the Plan (i.e., retirement from employment as an Employee or Service as a Director on or after attainment of age 65 or after attainment of age 55 with 15 years of Service or, with respect to a Director only, retirement as a Director on or after attainment of the age 60 with 10 years of continuous Service.
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(iv)
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Termination for Cause. If the Participant's Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.
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(iv)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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12.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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12.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.
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12.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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