As filed with the Securities and Exchange Commission on March 16, 2016
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________
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![]() (Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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16-1213679
(I.R.S. Employer
Identification No.)
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5790 Widewaters Parkway
Dewitt, New York 13214
(Address of Principal Executive Offices) (Zip Code)
__________________
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Community Bank System, Inc. 401(k) Employee Stock Ownership Plan
(Full title of the plan)
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George J. Getman, Esq.
Executive Vice President and General Counsel
5790 Widewaters Parkway
DeWitt, New York 13214
(Name and address of agent for service)
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(315) 445-2282
(Telephone number, including area code, of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated 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.
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Large accelerated filer T | Accelerated filer £ | Non-accelerated filer £ (Do not check if a smaller reporting company) | Smaller reporting company £ |
CALCULATION OF REGISTRATION FEE |
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(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $1.00 | 700,000 | $38.17 | $26,719,000 | $2,690.60 |
par value per share |
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Common Stock which may be issuable under the Community Bank System, Inc. 401(k) Employee Stock Ownership Plan, as amended (the “Plan”) to reflect stock splits, stock dividends, mergers and other capital changes.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) of the Securities Act and based upon the average of the high and low sales prices of Community Bank System, Inc.’s Common Stock on March 10, 2016, as reported on the New York Stock Exchange.
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5.1
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Opinion of George J. Getman regarding to the validity of the shares being registered.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of George J. Getman (included in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the Signature Page of this registration statement).
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COMMUNITY BANK SYSTEM, INC. | |
By: /s/ Mark E. Tryniski | |
Mark E. Tryniski | |
President and Chief Executive Officer |
SIGNATURE
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TITLE
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DATE
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/s/ Mark E. Tryniski
Mark E. Tryniski
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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March 16, 2016
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/s/ Scott A. Kingsley
Scott A. Kingsley
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Treasurer and Chief Financial Officer
(Principal Financial Officer)
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March 16, 2016
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/s/ Nicholas A. DiCerbo
Nicholas A. DiCerbo
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Chairman of the Board
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March 16, 2016
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/s/ Brian R. Ace
Brian R. Ace
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Director
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March 16, 2016
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/s/ Mark J. Bolus
Mark J. Bolus
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Director
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March 16, 2016
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/s/ Neil E. Fesette
Neil E. Fesette
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Director
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March 16, 2016
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/s/ James A. Gabriel
James A. Gabriel
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Director
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March 16, 2016
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/s/ James W. Gibson, Jr.
James W. Gibson, Jr.
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Director
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March 16, 2016
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SIGNATURE
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TITLE
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DATE
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/s/ Michael R. Kallet
Michael R. Kallet
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Director
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March 16, 2016
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/s/ Edward S. Mucenski
Edward S. Mucenski
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Director
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March 16, 2016
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/s/ John Parente
John Parente
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Director
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March 16, 2016
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/s/ Sally A. Steele
Sally A. Steele
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Director
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March 16, 2016
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/s/ Eric E. Stickels
Eric E. Stickels
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Director
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March 16, 2016
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/s/ John F. Whipple, Jr.
John F. Whipple, Jr.
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Director
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March 16, 2016
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COMMUNITY BANK SYSTEM, INC. 401(k) EMPLOYEE STOCK OWNERSHIP PLAN | |
Community Bank, N.A., Trustee | |
By: /s/ Mark E. Tryniski | |
Mark E. Tryniski | |
President and Chief Executive Officer | |
Exhibit Number
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Description of Exhibit
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5.1
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Opinion of George J. Getman regarding to the validity of the shares being registered.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of George J. Getman (included in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the Signature Page of this registration statement).
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Very truly yours, | |
/s/ George J. Getman | |
George J. Getman | |
EVP and General Counsel |
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