S-8

As filed with the Securities and Exchange Commission on July 20, 2022

Registration No. 333-             

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________
FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	16-1213679 (I.R.S. Employer Identification No.)

5790 Widewaters Parkway

Dewitt, New York 13214

(Address of Principal Executive Offices) (Zip Code)

__________________

Community Bank System, Inc. 2022 Long-Term Incentive Plan, as Amended

(Full title of the plan)

__________________

Michael N. Abdo, Esq.

Executive Vice President and General Counsel

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)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicated by check mark if the registration has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.       ¨ 

NTRODUCTION 

This Registration Statement on Form S-8 is filed by Community Bank System, Inc. (the “Registrant”) to register (i) 600,000 shares of the Registrant’s common stock, par value $1.00 per share (“Common Stock”), which may be issued under the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended (the “Plan”) plus (ii) 350,497 shares of Common Stock previously registered pursuant to the Registration Statement on Form S-8 (No. 333-221190) filed by the Registrant on October 27, 2017 (the “Carried-Over Shares”) that are authorized but unissued as of the date of this Registration Statement under the Community Bank System, Inc. 2014 Long-Term Incentive Plan, as amended (the “Prior Plan”), which are available for issuance under the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of Form S-8 will be delivered to participants in the Plan in accordance with Form S−8 and Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (“Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant (Commission File No. 001-13695) with the Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), are incorporated in this Registration Statement by reference:

(a) The Registrant’s Annual Report on Form 10−K for the fiscal year ended December 31, 2021.

(b) The Registrant’s Quarterly Reports on Form 10−Q for the fiscal quarter ended March 31, 2022.

(c) The Registrant’s Current Reports on Form 8−K filed on January 6, 2022, April 29, 2022, May 6, 2022, May 16, 2022, and May 20, 2022.

(d) The description of the Company’s common stock contained in the Registration Statement on Form 8-A (File No. 001-13695) filed on December 9, 1997, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports on Form 8−K furnished pursuant to Item 2.02 or Item 7.01 of Form 8−K, including any exhibits included with such information, unless otherwise indicated therein), and 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 filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, or any document forming any part of the Section 10(a) prospectus to be delivered to participants in connection herewith, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Michael N. Abdo, Esq., who has rendered an opinion as to the validity of the Common Stock being registered by this Registration Statement, is an officer of the Registrant and, as of July 20, 2022, beneficially owned 2,943 shares of Common Stock and held options to purchase 14,728 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

The Registrant is a Delaware corporation. Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal.

This power to indemnify applies to actions or suits brought by or in the right of the corporation to procure a judgment in its favor as well, but only to the extent of expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145.

Article 9 of the Registrant’s Certificate of Incorporation provides that the registrant’s directors shall not be liable to the Registrant or its shareholders for monetary damages as a result of breach of fiduciary duty, except for liability in connection with a breach of a director’s duty of loyalty, for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of the law, for a transaction from which a director derives an improper personal benefit, or for liability arising under Section 174 of the DGCL.

Article 8 of the Registrant’s Bylaws provides that the registrant shall indemnify any person made, or threatened to be made, a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Registrant against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, to the fullest extent and in the manner set forth in and permitted by the DGCL, and any other applicable law, as from time to time in effect.

The Registrant is insured against liabilities it may incur by reason of its indemnification of officers and directors in accordance with its Bylaws. In addition, as permitted under Delaware law, the registrant maintains liability insurance covering directors and officers of the Registrant and its subsidiaries.

The foregoing summaries are necessarily subject to the complete texts of Section 145 of the DGCL, the Registrant’s Certificate of Incorporation, as amended, and the Registrant’s Bylaws, as amended, referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Certificate of Incorporation of Registrant, as amended. Incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-4 filed with the Commission on October 20, 2000.

4.2 Certificate of Amendment of the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.1 to the Quarterly Report on Form 10-Q filed with the Commission on May 5, 2004.

4.3 Certificate of Amendment of the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.1 to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2013.

4.4 Certificate of Amendment to the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.2 to the Current Report on Form 8-K filed on May 22, 2020.

4.5 Bylaws of Registrant. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on May 22, 2020.

5.1 Opinion of Michael N. Abdo, Esq. regarding to the validity of the shares being registered.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Michael N. Abdo, Esq. (included in Exhibit 5.1).

24.1 Power of Attorney (contained on the Signature Page of this registration statement).

99.1 Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 6, 2022.

107 Filing fee table

Item 9. Undertakings.

(a)       The undersigned Registrant hereby undertakes:

(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; and

(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 (1)(a)(i) and (1)(a)(ii) do not apply if 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 Section 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)       The undersigned Registrant hereby undertakes 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.

(c)       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.

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 City of DeWitt, State of New York, on the 20^th day of July, 2022.

COMMUNITY BANK SYSTEM, INC.
By:	/s/ Mark E. Tryniski
	Mark E. Tryniski
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark E. Tryniski and Joseph E. Sutaris, and each of them, his or her true and lawful attorneys−in−fact and agents, with full power of substitution and re−substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys−in−fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys−in−fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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/ Mark. E. Tryniski	President, Chief Executive Officer and Director (Principal Executive Officer)	July 20, 2022
Mark E. Tryniski
/s/ Joseph E. Sutaris	Treasurer and Chief Financial Officer (Principal Financial Officer)	July 20, 2022
Joseph E. Sutaris
/s/ Eric E. Stickels	Chair of the Board	July 20, 2022
Eric E. Stickels
/s/ Mark J. Bolus	Director	July 20, 2022
Mark J. Bolus
/s/ Neil E. Fesette	Director	July 20, 2022
Neil E. Fesette
/s/ Jeffery J. Knauss	Director	July 20, 2022
Jeffery J. Knauss

/s/ Kerrie D. MacPherson	Director	July 20, 2022
Kerrie D. MacPherson

/s/ Susan E. Skerritt	Director	July 20, 2022
Susan E. Skerritt
/s/ Sally A. Steele	Director	July 20, 2022
Sally A. Steele

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Certificate of Incorporation of Registrant, as amended. Incorporated by reference to Exhibit No. 3.1 to the Registration Statement on Form S-4 filed with the Commission on October 20, 2000.
4.2	Certificate of Amendment of the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.1 to the Quarterly Report on Form 10-Q filed with the Commission on May 5, 2004.
4.3	Certificate of Amendment of the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.1 to the Quarterly Report on Form 10-Q filed with the Commission on August 9, 2013.
4.4	Certificate of Amendment to the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit No. 3.2 to the Current Report on Form 8-K filed on May 22, 2020.
4.5	Bylaws of Registrant. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on May 22, 2020.
5.1+	Opinion of Michael N. Abdo, Esq. regarding to the validity of the shares being registered.
23.1+	Consent of PricewaterhouseCoopers LLP.
23.2+	Consent of Michael N. Abdo, Esq. (included in Exhibit 5.1).
99.1	Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 6, 2022.
107	Filing fee table

_______________________

+ Filed herewith.

EX-5.1

Exhibit 5.1

 

5790 Widewaters Parkway

DeWitt, New York 13214

Michael N. Abdo

Executive Vice President and General Counsel

July 20, 2022

Community Bank System, Inc.

5790 Widewaters Parkway

DeWitt, New York 13214

Ladies and Gentlemen:

I am the Executive Vice President and General Counsel of Community Bank System, Inc., a Delaware corporation (the “Company”) and have acted as its counsel in connection with the registration statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of 600,000 shares of common stock, $1.00 par value per share (the “Shares”), which may be issued pursuant to the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended (the “Plan”).

For purposes of this letter, I have examined such documents, records, certificates, and other instruments as I deemed necessary as a basis for this opinion. As to questions of fact material to the opinion expressed below, I have, when relevant facts were not independently established by me, relied upon certificates of officers of the Company or other evidence satisfactory to me. In all such examinations, I have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents tendered to me as originals, and (iii) the conformity to original documents of all documents submitted to me as copies. For purposes of rendering the opinion expressed below, I have assumed that (i) any conditions to the issuance and sale of the Shares pursuant to the Plan made thereunder have been or will be satisfied in full at the time of each issuance of Shares pursuant to the Plan, (ii) at the time of issuance and sale of each of the Shares pursuant thereto, the Plan will remain in effect and will not have been amended or modified in any manner that affects adversely the validity of the Shares upon issuance under the terms of the Plan, and (iii) at the time of issuance and sale of each of the Shares, there will be authorized but unissued shares of common stock available to the Company in sufficient amounts.

Based upon the foregoing and subject to the assumptions, limitations, and qualifications set forth herein, I am of the opinion that, subject to the Registration Statement becoming effective under the Act and compliance with all other applicable securities laws, the Shares have been duly authorized by the Company and that, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

I am a member of the bar of the State of New York, and the opinion expressed herein is limited to matters controlled by the federal securities laws of the United States of America and the General Corporation Law of the State of Delaware, and I do not express any opinion herein concerning any other law. This opinion speaks as of today’s date and is limited to present statutes, regulations or judicial interpretations. In rendering this opinion, I assume no obligation to revise or supplement this opinion should present laws, regulations or judicial interpretations be changed by legislative or regulatory action, judicial decision or otherwise.

I am furnishing this opinion in connection with the filing of the Registration Statement with the Commission and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express written consent.

I hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference made to me under the heading “Interests of Named Experts and Counsel” set forth in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Michael N. Abdo

Michael N. Abdo, Esq.

Executive Vice President and General Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Community Bank System, Inc. of our report dated March 1, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Community Bank System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Buffalo, NY

July 20, 2022

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

Community Bank System, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $1.00 per share	Other	600,000	$61.48	$36,888,000	0.0000927	$3,420
Equity	Common Stock, par value $1.00 per share	Other	350,497(3)	$61.48	$21,548,556	0.0000927	$1,998
	Total Offering Amounts				$58,436,556		$5,418
	Total Fee Offsets(3)						$2,339
	Net Fee Due						$3,079

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing  Type	File Number	Initial Filing  Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	Community Bank System, Inc.	S-8	333-221190 (3)	October 27, 2017	$2,339	Equity	Common Stock	350,497	$21,548,556	$6,675
Fee Offset Sources

⁽¹⁾  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates shall also cover any additional shares of the common stock of Community Bank System, Inc. which may be issuable under the Community Bank System, Inc. 2022 Long-Term Incentive 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 Rules 457(c) and (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 July 14, 2022, as reported on the New York Stock Exchange.

⁽³⁾  Represents 350,497 additional shares of unissued common stock that were registered pursuant to the Registration Statement on Form S-8 (No. 333-221190) filed by the Company on October 27, 2017 (such shares are referred to as the “Carried-Over Shares”) under the Community Bank System Inc. 2014 Long-Term Incentive Plan, as amended (the “Prior Plan”).  Pursuant to Rule 457(p) under the Securities Act, a portion of the registration fee is offset by the registration fees previously paid with respect to such Registration Statement and a post-effective amendment to such Registration Statement to deregister the Carried-Over Shares from issuance under the Prior Plan is being filed contemporaneously with the filing of this registration statement.