-----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, N26+ksIzcFNFBqOH9/kaf7T91Bsts6G/Hi8tL38CMhRN48oBo5FnIwpbSS2JB/yo Thi2iIJgQG7yRg+CaG4iPw== 0001169232-06-003247.txt : 20060802 0001169232-06-003247.hdr.sgml : 20060802 20060802133052 ACCESSION NUMBER: 0001169232-06-003247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060802 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13695 FILM NUMBER: 06997195 BUSINESS ADDRESS: STREET 1: 5790 WIDEWATERS PKWY CITY: DEWITT STATE: NY ZIP: 13214 BUSINESS PHONE: 8007242262 MAIL ADDRESS: STREET 1: 5790 WIDEWATERS PARKWAY CITY: DEWITT STATE: NY ZIP: 13214 8-K 1 d68854_8k.txt CURRENT REPORT 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): July 31, 2006 Community Bank System, Inc. (Exact name of registrant as specified in its charter) Delaware 001-13695 16-1213679 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5790 Widewaters Parkway, DeWitt, New York 13214 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (315) 445-2282 - -------------------------------------------------------------------------------- (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)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement. As part of a previously announced succession plan, Community Bank System, Inc. ("CBSI") and Community Bank, N.A. ("CBNA") have entered into a consulting agreement with retired President and Chief Executive Officer Sanford A. Belden dated as of July 31, 2006. Pursuant to the Consulting Agreement, Mr. Belden will act as a consultant to CBSI and CBNA for a three year period ending on July 31, 2009. In exchange for his consulting services, Mr. Belden will be paid a monthly retainer of $4,000. A copy of the Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 disclosure by reference. Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. As part of a previously announced succession plan, effective as of July 31, 2006, Sanford A. Belden has retired from the positions of President and Chief Executive Officer of CBSI and CBNA. Succeeding Mr. Belden as President and Chief Executive Officer of CBSI and CBNA effective as of August 1, 2006, is Mark E. Tryniski, currently CBSI's Executive Vice President and Chief Operating Officer. Mr. Tryniski, age 46, has served as CBSI's Executive Vice President and Chief Operating Officer since February 2004. From June 2003 to February 2004, Mr. Tryniski served as CBSI's Chief Financial Officer. Prior to joining CBSI in June 2003, Mr. Tryniski was a partner with PricewaterhouseCoopers, with a particular focus on companies with banking and financial services sectors. Further details are contained in the press release attached hereto as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits The following Exhibits are filed as exhibits to this Form 8-K. Exhibit No. Description ----------- ----------- 10.1 Consulting Agreement, dated July 31, 2006, among Community Bank System, Inc., Community Bank, N.A., and Sanford A. Belden. 99.1 Press Release, dated August 1, 2006. 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. Community Bank System, Inc. By: /s/ Mark E. Tryniski ---------------------------------------------- Name: Mark E. Tryniski Title: President and Chief Executive Officer Dated: August 2, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Consulting Agreement, dated July 31, 2006, among Community Bank System, Inc., Community Bank, N.A., and Sanford A. Belden attached hereto. 99.1 Press Release, dated August 1, 2006. EX-10.1 2 d68854_ex10-1.txt CONSULTING AGREEMENT Exhibit No. 10.1 CONSULTING AGREEMENT This sets forth the terms of the CONSULTING AGREEMENT ("Agreement") made and entered into as of the 31st day of July, 2006 by and between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation and registered bank holding company, and COMMUNITY BANK, N.A., a national banking association, both having offices located in Dewitt, New York (collectively, the "Employer"), and (ii) SANFORD A. BELDEN, an individual currently residing at 9 Lynacres Boulevard, Fayetteville, New York ("Consultant"). This Agreement shall become effective as of August 1, 2006, provided that Consultant retires in good standing from Employer on July 31, 2006. W I T N E S S E T H IN CONSIDERATION of the promises and mutual agreements and covenants contained herein, and other good and valuable consideration, the parties agree as follows: 1. Engagement. Employer engages the Consultant, and the Consultant hereby agrees to such engagement, to provide services to Employer as a consultant for a period of three (3) years beginning on August 1, 2006 and ending on July 31, 2009 ("Period of Engagement"), provided that Consultant retires in good standing from Employer on July 31, 2006. 2. Consultant Services. During the Period of Engagement, the Consultant shall hold himself available to perform such services as may reasonably be assigned to him by the Board of Directors of Community Bank System, Inc. or Community Bank, N.A. The services which may be required of the Consultant hereunder may include, but are not limited to, advising and assisting Employer with the identification and evaluation of merger, acquisition and other growth opportunities, as well as with the integration of acquired or expanded businesses with Employer's businesses. Such services may be called upon for not less than 32, and not more than 80, hours per month during the Period of Engagement. Employer may, in its sole and absolute discretion, engage other employees or independent contractors to perform any or all of the services for which the Consultant is available under the terms of this Agreement. Subject to the provisions of Section 5 and Section 6, the Consultant may perform services, as an employee or independent contractor, other than for Employer; provided, however, that the Consultant also performs the services required of him hereunder. 3. Compensation. In consideration for the availability of the Consultant's services hereunder, as well as for any services to be provided hereunder, Employer shall pay to the Consultant a retainer at the monthly rate of FOUR THOUSAND DOLLARS ($4,000.00), payable in advance on the first business day of each calendar month of the Period of Engagement; provided, however, that no payment shall be made for any month after the month in which this Agreement terminates as provided in Section 7. Such retainer shall constitute the sole and exclusive compensation to which the Consultant is or may become entitled for services rendered pursuant to this Agreement. Without limiting the generality of the foregoing, the Consultant shall have no right by virtue of his performance of services pursuant to this Agreement to participate in, or to receive benefits under, any of the following plans, programs or arrangements which may be maintained by, or which may be available for individuals providing services to, Employer: any qualified or non-qualified deferred compensation or retirement plan; any life, health (including hospitalization, medical and major medical), accident, or disability plan, whether provided through insurance contracts or otherwise; and any vacation, sick leave, severance pay, holiday or other fringe benefit program of any name or nature whatsoever (including, without limitation, payment of country club dues and use of an Employer-owned automobile). Consultant expressly waives any right to participate in, or receive benefits under, all such plans, programs or arrangements. Nothing in this Section 3, however, shall be deemed to limit or reduce in any manner any of the payments or benefits due to the Consultant pursuant to the March 1, 2004 Employment Agreement as amended by the Addendum to the Employment Agreement dated as of December 1, 2005 (and related supplemental retirement agreements) between Consultant and Employer. 4. Expenses. (a) Employer shall provide the Consultant with office facilities and secretarial and other support services at a location at which Employer maintains an office, to the extent required by Consultant to perform the consulting services contemplated herein. (b) If, in connection with the performance of service hereunder at the request of Employer, the Consultant incurs out-of-pocket costs for reasonable expenses of a type for which the senior executive officers of Employer would be reimbursed by Employer, he shall be entitled to reimbursement therefor by Employer in accordance with the standards and procedures in effect from time to time for expense reimbursements to Employer's senior executive officers. 5. Confidentiality; Nonsolicitation. (a) During the Period of Engagement and for a period of eighteen (18) months thereafter, the Consultant, except as previously authorized by Employer in writing, shall keep confidential and shall refrain from using or disclosing for the benefit of any person or entity other than Employer any document or information obtained in the course of performing services for Employer. The preceding sentence shall not apply to the use or disclosure of any such document or information: (i) on or following the date on which such information or document is first readily ascertainable from public or published information or trade sources; or (ii) in connection with any judicial or administrative investigation, inquiry or proceeding to the extent compelled pursuant to applicable law and as to which, unless expressly prohibited by applicable law, the Consultant has given advance notice to Employer. (b) The Consultant acknowledges that during the course of his performance of service for Employer he may develop or otherwise acquire papers, files or other records involving or relating to confidential or secret plans, design information of any kind, devices, material, research, new product development, customers or customer lists. All such papers, files and other records shall be the exclusive property of Employer and shall, together with any and all copies thereof, be returned to Employer upon the earliest to occur of the termination of this Agreement, the expiration of the Period of Engagement, and a request by Employer for the return thereof. (c) The Consultant hereby covenants and agrees that, during the Period of Engagement and for a period of eighteen (18) months thereafter, he shall not, without the written consent of Employer, either directly or indirectly: (i) solicit, offer employment to, or take any other action intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of Employer or any affiliate to terminate his or her employment or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any entity that directly or indirectly competes with Employer in any market area in which it is then active; or (ii) provide any information, advice or recommendation to any officer or employee of any entity engaged or to be engaged directly or indirectly in the same or competing business with Employer in any market area in which it is then active that is intended, or that a reasonable person acting in like circumstances would expect, to have the effect of causing any officer or employee of Employer or any affiliate to terminate his or her employment or accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, such competing entity. Nothing in this Section 5(c) shall prevent the Consultant from providing employment references to third parties in response to inquiries not initiated by him. (d) The duties and obligations imposed on the Consultant under this Section 5 are intended to be in addition to, and not in limitation or exclusion of, any duties and obligations which the Consultant may owe to Employer under applicable law. This Section 5 shall be construed and enforced so as to give effect to this intent. 6. Non-Competition. The Consultant agrees that, during the Period of Engagement, the Consultant shall not, directly or indirectly, anywhere within the State of New York or the Commonwealth of Pennsylvania, engage in a business (as principal, partner, director, officer, agent, employee, consultant, owner, independent contractor or otherwise, with or without compensation) or hold a financial interest in any organization engaged in the business of banking (commercial or thrift) or which is otherwise engaged in competition with Bank or its subsidiaries or affiliates. The foregoing restriction shall not be construed to prohibit the ownership by the Consultant of less than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, provided that such ownership represents a passive investment and that neither the Consultant or any group of persons including the Consultant in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business (other than exercising his rights as a shareholder) or seeks to do any of the foregoing. 7. Termination of Agreement. This Agreement shall terminate immediately upon the occurrence of any of the following events: (a) the Consultant's breach of his obligations under Sections 2, 5, or 6 hereof; (b) the Consultant's death or disability resulting in his inability to perform his obligations under Section 2 hereof; (c) the Consultant's election to terminate the Period of Engagement upon thirty (30) days advance written notice to Employer; or (d) the Consultant's conviction of a felony or a determination by an arbitrator in a proceeding contemplated by Section 18 that the Consultant has been convicted of other illegal conduct resulting in substantial injury to Employer or its businesses or reputation. Following the termination of this Agreement, neither Employer nor the Consultant shall have any further obligations hereunder, except for their respective obligations, if any, under Sections 4, 5, 6, and 8. 8. No Employment Relationship Created. The relationship between Employer and the Consultant shall be that of client and independent contractor. Employer shall not assume, and specifically disclaims, any obligations of an employer to an employee which may exist under applicable law. The Consultant shall not have any of the rights of an employee with respect to Employer, and specifically waives any and all such rights. The Consultant hereby agrees to take any and all such actions as Employer may reasonably request in order to establish that no employment relationship exists between the parties (except for any such actions as would result in the termination of this Agreement, and provided that the Consultant shall be reimbursed for reasonable out-of-pocket expenses incurred by him in connection therewith). The Consultant shall be treated as an independent contractor for all purposes of federal, state and local income, payroll and employment taxes. 9. Right to Specific Performance. The Consultant hereby agrees that any breach of his covenants and agreements under Sections 5 and 6 will cause irreparable injury to Employer for which Employer has no adequate remedy at law. Therefore, the Consultant agrees that each and every covenant and agreement set forth in Sections 5 and 6 shall, in addition to and not by way of limitation of any other remedy which may be available, be specifically enforceable against him by any party entitled to enforcement thereof in a proceeding described in Section 18 hereof. 10. Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Consultant, his legal representatives and testate or intestate distributees, and Employer, and their respective successors and assigns, including, in the case of Employer, any successor by merger or consolidation or a statutory receiver or any other person or firm or corporation to which all or substantially all of the respective assets and business of Employer may be sold or otherwise transferred. Notwithstanding the foregoing, the availability of the personal services of the Consultant is an integral part of this Agreement. The Consultant's duty of performance hereunder shall not be subject to assignment. 11. Notices. Any communication required or permitted to be given under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one such party may by written notice specify to the other party: If to the Consultant: Sanford A. Belden 9 Lynacres Boulevard Fayetteville, New York 13066 If to Employer: Community Bank, N.A. Attn: President and Chief Executive Officer 5790 Widewaters Parkway DeWitt, New York 13214 12. Severability. A determination that any provision of this Agreement, in whole or in part, is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof or of any part of the provision in question not determined to be unenforceable. 13. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant, or condition. A waiver of any provision of this Agreement must be made in writing, designated as a waiver, and signed by the party against whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of such right or power at any other time or times. 14. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. 15. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of law principles of such laws. 16. Headings and Construction. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Any reference to a section number shall refer to a section of this Agreement, unless otherwise stated. 17. Entire Agreement; Modifications. This instrument contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof, except that this Agreement shall have no effect on the obligations of Employer for the payment and benefits to be provided to the Consultant under the March 1, 2004 Employment Agreement as amended by the Addendum to the Employment Agreement dated as of December 1, 2005 (and related supplemental retirement agreements) between Consultant and Employer. No modifications of this Agreement shall be valid unless made in writing and signed by Consultant and Employer. 18. Jurisdiction, Venue and Fees. The jurisdiction of any proceeding between the parties arising out of, or with respect to, this Agreement shall be in a court of competent jurisdiction in New York State, and venue shall be in Onondaga County. Each party shall be subject to the personal jurisdiction of the courts of New York State. If Consultant is the prevailing party in a proceeding to collect payments due pursuant to this Agreement, Employer shall reimburse Consultant for reasonable attorneys' fees incurred by Consultant in connection with such proceeding. IN WITNESS WHEREOF, the parties acknowledge their assent to the foregoing as of the day and year first above written. /s/ Sanford A. Belden ------------------------------------ Sanford A. Belden COMMUNITY BANK SYSTEM, INC. By: /s/ Paul M. Cantwell, Jr. -------------------------------- Paul M. Cantwell, Jr. Chairman COMMUNITY BANK, N.A. By: /s/ Paul M. Cantwell, Jr. -------------------------------- Paul M. Cantwell, Jr. Chairman EX-99.1 3 d68854_ex99-1.txt PRESS RELEASE Exhibit No. 99.1 [LOGO] News Release COMMUNITY BANK SYSTEM, INC. 5790 Widewaters Parkway, DeWitt, N.Y. 13214 For further information, please contact: Scott A. Kingsley, EVP & Chief Financial Officer Office: (315) 445-3121 Fax: (315) 445-7347 COMMUNITY BANK SYSTEM'S SUCCESSION PLAN COMPLETE MARK E. TRYNISKI ASSUMES ROLE OF PRESIDENT AND CHIEF EXECUTIVE OFFICER Syracuse, N.Y. - August 1, 2006 - Community Bank System, Inc. (NYSE: CBU) today officially welcomed its new President and Chief Executive Officer, Mark E. Tryniski, following the retirement of Sanford A. Belden at the close of business yesterday, July 31. Mr. Belden, 63, had served as President and Chief Executive Officer of both the company and the bank since joining Community Bank System in 1992. Mr. Tryniski, 46, has been with the bank since 2003, serving first as its Chief Financial Officer, and more recently, as its Executive Vice President and Chief Operating Officer. He has been transitioning into his new role since early December 2005, at which time the company announced Mr. Belden's intentions to retire, and began implementing its longstanding, predetermined succession plan. A Central New York native, Mr. Tryniski was a partner with PricewaterhouseCoopers prior to joining Community Bank System, with a particular focus on companies within the banking and financial services sectors. He is active in many civic and educational organizations, and serves on the Boards of Directors of the Everson Museum of Art, the Hospice Foundation of Central New York, and the State University of New York at Oswego, from which he is a graduate. He resides in Baldwinsville, N.Y. with his wife, Phyllis, and their four children. Community Bank System, Inc. (NYSE: CBU) is a registered bank holding company based in DeWitt, N.Y. CBU's wholly-owned banking subsidiary has $4.1 billion in assets and approximately 130 customer facilities across Upstate New York, where it operates as Community Bank, N.A., and Northeastern Pennsylvania, where it operates as First Liberty Bank & Trust. For further information please visit our websites at: www.communitybankna.com or www.firstlibertybank.com. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The following factors, among others, could cause the actual results of CBU's operations to differ materially from CBU's expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements. CBU does not assume any duty to update forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----