-----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, IhC0QAllWfXIz6FmEtzueZ3fm4uvvtc/Ff3u3Z9RPDJJhu5TsGPgzE5ScTspdoxO YsYS6t+N2/9NwovR9chf1A== 0000950123-01-503096.txt : 20010531 0000950123-01-503096.hdr.sgml : 20010531 ACCESSION NUMBER: 0000950123-01-503096 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010530 EFFECTIVENESS DATE: 20010530 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: 333-61916 FILM NUMBER: 1650973 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 y49795s-8.txt COMMUNITY BANK SYSTEM, INC. 1 As filed with the Securities and Exchange Commission on May 30, 2001 Registration No. 333- - -------------------------------------------------------------------------------- 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 Identification No.) incorporation or organization) ------------------ 5790 WIDEWATERS PARKWAY DEWITT, NEW YORK 13214 (315) 445-2282 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------ 2001 CITIZENS ADVISORY COUNCIL RESTRICTED STOCK AGREEMENTS (Full Title of the Plan) ------------------ SANFORD A. BELDEN PRESIDENT AND CHIEF EXECUTIVE OFFICER COMMUNITY BANK SYSTEM, INC. 5790 WIDEWATERS PARKWAY DEWITT, NEW YORK 13214 (315) 445-2282 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copy to: GEORGE J. GETMAN, ESQ. BOND, SCHOENECK & KING, LLP ONE LINCOLN CENTER SYRACUSE, NEW YORK 13202-1355 (315) 422-0121 ---------------------- CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of Registered Registered(2) Per Share(2) Price Registration Fee Common Stock, no par value (including associated share 12,000 shares $28.38 $340,560 $86 purchase rights) (1) . . .
2 (1) 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. (2) Estimated solely for the purpose of calculating the registration fee. The registration fee has been computed pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of common stock, no par value, of the Registrant on May 29, 2001, as reported on the New York Stock Exchange. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Community Bank System, Inc. (the "Registrant") (File No. 0-011716) with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) Annual Report on Form 10-K for the year ended December 31, 2000; (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; (c) Current Reports on Form 8-K filed with the Commission on February 13, 2001 and May 29, 2001; and (d) The descriptions of the Registrant's common stock and associated rights contained in the Registration Statements on Form 8-A filed on December 9, 1997 and February 27, 1995. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify any director, officer, employee or other agent of the corporation. The Registrant's By-laws provide indemnity to the Registrant's directors and officers in such capacity or as directors or officers of a wholly-owned subsidiary of the Registrant for liability resulting from judgments, fines, expenses or settlement amounts actually and reasonably incurred in connection with any action brought against such person in such capacity to the fullest extent and in the manner set forth in and permitted by the Delaware General Corporation Law, and any other applicable law, as from time to time in effect. Under 4 Delaware law and the By-laws, no indemnification may be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Registrant or of such subsidiary. In addition, as permitted under Delaware law, the Registrant maintains liability insurance covering directors and officers of the Registrant and its subsidiaries. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement: Exhibit Number Description of Exhibit 5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of the securities 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 on signature page) ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: a. (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum offering price set 5 forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) 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. (3) 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. b. 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 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. 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 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 6 indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 this Registration Statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in DeWitt, New York on this 30th day of May, 2001. COMMUNITY BANK SYSTEM, INC. By: /s/ SANFORD A. BELDEN --------------------- Name: Sanford A. Belden Title: President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby appoints each of Sanford A. Belden and David G. Wallace, severally, acting alone and without the other, his true and lawful attorney-in-fact with the authority to execute in the name of each such person, any and all amendments (including without limitation, post-effective amendments) to this Registration Statement on Form S-8, to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act, and to file such registration statements with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable the Registrant to comply with the Securities Act, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the Registration Statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
SIGNATURE TITLE DATE /s/ SANFORD A. BELDEN Director, President and Chief May 30, 2001 Sanford A. Belden Executive Officer (Principal Executive Officer) /s/ DAVID G. WALLACE Treasurer May 30, 2001 David G. Wallace (Principal Financial Officer) /s/ CHARLES M. ERTEL Assistant Treasurer May 30, 2001 Charles M. Ertel (Principal Accounting Officer)
7
/s/ JOHN M. BURGESS Director May 30, 2001 John M. Burgess /s/ PAUL M. CANTWELL, JR. Director May 30, 2001 Paul M. Cantwell, Jr. /s/ WILLIAM M. DEMPSEY Director May 30, 2001 William M. Dempsey /s/ NICHOLAS A. DICERBO Director May 30, 2001 Nicholas A. DiCerbo /s/ JAMES A. GABRIEL Director May 30, 2001 James A. Gabriel /s/ LEE T. HIRSCHEY Director May 30, 2001 Lee T. Hirschey /s/ DAVID C. PATTERSON Director May 30, 2001 David C. Patterson /s/ PETER A. SABIA Director May 30, 2001 Peter A. Sabia /s/ WILLIAM N. SLOAN Director May 30, 2001 William N. Sloan
EX-5.1 2 y49795ex5-1.txt OPINION OF BOND, SCHONECK & KING, LLP 1 EXHIBIT 5.1 [BOND, SCHOENECK & KING, LLP LETTERHEAD] May 30, 2001 Community Bank System, Inc. 5790 Widewaters Parkway DeWitt, New York 13214-1883 Re: Community Bank System, Inc. / Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Community Bank System, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), covering an aggregate of 12,000 shares of common stock, no par value, of the Company (the "Shares"). As such counsel, we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, and (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of the originals of such copies; and (b) relied on (i) certificates of public officials and (ii) as to matters of fact, statements and certificates of officers of the Company. Based upon the foregoing, we are of the opinion that the Shares have been validly authorized and, when issued in accordance with the terms of the related grant agreements, will be validly issued, fully paid and non-assessable shares of common stock of the Company. We are attorneys admitted to the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the United States of America and the State of Delaware. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving such consent we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Very truly yours, /s/ BOND, SCHOENECK & KING, LLP EX-23.1 3 y49795ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 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-----