0001609065-16-000060.txt : 20160429 0001609065-16-000060.hdr.sgml : 20160429 20160429160011 ACCESSION NUMBER: 0001609065-16-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160429 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160429 DATE AS OF CHANGE: 20160429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pathfinder Bancorp, Inc. CENTRAL INDEX KEY: 0001609065 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161540137 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36695 FILM NUMBER: 161606375 BUSINESS ADDRESS: STREET 1: 214 WEST FIRST STREET CITY: OSWEGO STATE: NY ZIP: 13126 BUSINESS PHONE: (315) 343-0057 MAIL ADDRESS: STREET 1: 214 WEST FIRST STREET CITY: OSWEGO STATE: NY ZIP: 13126 8-K 1 form8k.htm FORM 8-K STOCK REPURCHASE PROGRAM

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):  April 29, 2016


PATHFINDER BANCORP, INC.
(Exact name of Registrant as specified in its charter)

Commission File Number

001-36695

Maryland
38-3941859
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification Number)

214 West First Street, Oswego, NY 13126
(Address of Principal Executive Office) (Zip Code)

(315) 343-0057
(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 filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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 8.01 – Other Events

On April 29, 2016, the Company announced that its Board of Directors has adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 217,692 shares of its common stock, or approximately 5% of its outstanding shares.



Item 9.01 – Financial Statements and Exhibits

Exhibit No.                             Description
99.1                             Press Release dated April 29, 2016






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.

                                                                                             PATHFINDER BANCORP, INC.

Date:  April 29, 2016
By: /s/ Thomas W. Schneider
 
Thomas W. Schneider
 
President and Chief Executive Officer
   
   
EX-99.1 2 exh99-1.htm PRESS RELEASE
 EXHIBIT 99.1


Investor/Media Contacts
 
Thomas W. Schneider – President, CEO
James A. Dowd – Executive Vice President, CFO
Telephone:  (315) 343-0057

Pathfinder Bancorp, Inc. Announces Stock Repurchase Program

Oswego, New York – April 29, 2016 – Pathfinder Bancorp, Inc. (the "Company") (NASDAQ: PBHC), the holding company for Pathfinder Bank (the "Bank"), announced today that its Board of Directors has adopted a stock repurchase program.  Under the repurchase program, the Company may repurchase up to 217,692 shares of its common stock, or approximately 5% of its outstanding shares.
The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.
Repurchases will be made at management's discretion at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company's financial performance.  Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases.  The repurchase program does not obligate the Company to purchase any particular number of shares.
About Pathfinder Bancorp, Inc.

Pathfinder Bancorp, Inc. is a Maryland corporation headquartered in Oswego, NY. The Company's primary business is its 100% ownership of Pathfinder Bank. Pathfinder Bank is a New York chartered savings bank with eight full service offices located in Oswego County and northern Onondaga County, as well as a business banking office located in downtown Syracuse, NY. Through its subsidiary, Pathfinder Risk Management Company, Inc., the Bank owns a 51% interest in the FitzGibbons Agency, LLC. In October 2014, the Company completed its conversion from a mutual holding company to full public ownership by selling 2.6 million shares of common stock which raised $26.4 million in gross proceeds.  As of March 31, 2016, there were 4,353,850 shares of common stock issued and outstanding. The Company's common stock trades on the NASDAQ market under the symbol "PBHC."

Safe-Harbor

Certain statements contained herein are "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. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, as described in our SEC filings, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to 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.