-----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, NfRmKYjs8FPoB2vs7i33pTPXkw9MAZ2NVPXSfuqGbS/5TzygojFsEh1ITXX63ldn mCx/RH9QLKdMKqnPrdDA5g== 0000950110-01-500196.txt : 20010528 0000950110-01-500196.hdr.sgml : 20010528 ACCESSION NUMBER: 0000950110-01-500196 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010525 EFFECTIVENESS DATE: 20010525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANK SYSTEM INC CENTRAL INDEX KEY: 0000723188 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161213679 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61672 FILM NUMBER: 1648489 BUSINESS ADDRESS: STREET 1: 5790 WIDEWATERS PKWY CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 3154452282 MAIL ADDRESS: STREET 1: 5790 WIDEWATERS PARKWAY CITY: DEWITT STATE: NY ZIP: 13214 S-8 1 e85139_000.txt As filed with the Securities and Exchange Commission on May 25, 2001 Registration No. _______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMMUNITY BANK SYSTEM, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 16-1213679 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5790 WIDEWATERS PARKWAY, DEWITT, NEW YORK 13214 - ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) COMMUNITY BANK SYSTEM, INC. 1994 LONG TERM INCENTIVE COMPENSATION PROGRAM ------------------------------------------------------------------------- (Full title of the plan) SANFORD A. BELDEN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 5790 WIDEWATERS PARKWAY, DEWITT, NEW YORK 13214 -------------------------------------------------------- (Name and address of agent for service) (315) 445-2282 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) ----------
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------- | | Proposed | Proposed | Title of | | maximum | maximum | Securities | Amount | offering | Aggregate | Amount of to be | to be | price | Offering |Registration registered | registered | per share* | price* | Fee - ---------------------|------------------|------------|---------------|------------- Common Stock, no par | | | | value per share | | | | (including | | | | associated share | | | | purchase rights)** | 1,540,000 shares | $28.25 |$43,505,000.00 | $10,876.25 - -----------------------------------------------------------------------------------
* Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee and based upon the average high and low prices reported by the New York Stock Exchange on May 18, 2001. ** Prior to the occurrence of certain events described in the Registrant's Stockholder Protection Rights Agreement (none of which events have occurred as of the filing of this registration statement), the associated share purchase rights will not be exercisable nor evidenced separately from the certificates representing the Registrant's common stock. Exhibit Index on page 2. ================================================================================ Page 1 of 5 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement is filed pursuant to Item E of the General Instructions for Form S-8 to register additional shares of Common Stock for offer and sale under the Community Bank System, Inc. 1994 Long Term Incentive Compensation Program, for which a Registration Statement on Form S-8 (Registration No. 333-16635) is already effective. Except to the extent that exhibits are filed herewith, the contents of the Registrant's Registration Statement on Form S-8 (No. 333-16635) are hereby incorporated by reference. ITEM 8. EXHIBITS. 5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of certain shares being registered. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (included at page 4 of this Registration Statement). ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: 1. (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new Page 2 of 5 registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Page 3 of 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in DeWitt, New York on the 25th day of May, 2001. COMMUNITY BANK SYSTEM, INC. By: /s/ SANFORD A. BELDEN --------------------------------- Sanford A. Belden President and Chief Executive Officer Each person whose signature appears below hereby authorizes Sanford A. Belden, as attorney-in-fact, to execute in the name of such person and to file this registration statement (including any changes that he may deem necessary or appropriate) and any amendments, including post-effective amendments, hereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ SANFORD A. BELDEN - -------------------------- Sanford A. Belden President and Chief Executive Officer and Director (Principal Executive Officer) May 25, 2001 /s/ DAVID G. WALLACE - -------------------------- David G. Wallace Treasurer (Principal Financial May 25, 2001 Officer) /s/ CHARLES M. ERTEL - -------------------------- Charles M. Ertel Assistant Treasurer (Principal May 25, 2001 Accounting Officer) /s/ JAMES A. GABRIEL - -------------------------- James A. Gabriel Chairman of the Board May 25, 2001 /s/ JOHN M. BURGESS - -------------------------- John M. Burgess Director May 25, 2001 /s/ PAUL M. CANTWELL, JR. - -------------------------- Paul M. Cantwell, Jr. Director May 25, 2001 /s/ WILLIAM M. DEMPSEY - -------------------------- William M. Dempsey Director May 25, 2001 /s/ NICHOLAS A. DICERBO - -------------------------- Nicholas A. DiCerbo Director May 25, 2001 - -------------------------- Lee T. Hirschey Director /s/ DAVID C. PATTERSON - -------------------------- David C. Patterson Director May 25, 2001 Page 4 of 5 /s/ PETER A. SABIA - -------------------------- Peter A. Sabia Director May 25, 2001 /s/ WILLIAM N. SLOAN - -------------------------- William N. Sloan Director May 25, 2001 Page 5 of 5 EX-5.1 2 e85139_010.txt OPINION OF BOND, SCHOENECK Exhibit 5.1 May 25, 2001 Community Bank System, Inc. 5790 Widewaters Parkway DeWitt, New York 13214 Ladies and Gentlemen: We have acted as counsel to Community Bank System, Inc., a Delaware Corporation (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed on this date with the United States Securities and Exchange Commission with respect to the Community Bank System, Inc. 1994 Long Term Incentive Compensation Program (the "Plan"). In rendering this opinion, we have examined and relied upon originals or copies, authenticated or certified to our satisfaction, of such corporate records of the Company, communications or certifications of public officials, communications with or certificates of officers, directors and representatives of the Company, and such other documents as we have deemed necessary to the issuance of the opinion set forth herein. In making this examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, it is our opinion that the shares of the Company's Common Stock, no par value, registered pursuant to the Registration Statement and offered by the Company pursuant to the Plan will be, assuming that such shares are validly authorized at the time of issuance and assuming that no change occurs in the applicable law or pertinent facts, when issued in accordance with the Plan, legally issued, fully paid and non-assessable. We hereby consent to the use of this letter as an exhibit to the Registration Statement. Very truly yours, /s/ Bond, Schoeneck & King, LLP EX-23.1 3 e85139_020.txt CONSENT OF PRICEWATERHOUSE Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 26, 2001, relating to the financial statements of Community Bank System, Inc., which appear in Community Bank System Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP May 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----