8-K

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 24, 2013

SUFFOLK BANCORP

(Exact name of registrant as specified in its charter)

 New York                                                000-13580                                              11-2708279

(State or other jurisdiction of                   (Commission File Number)           (IRS Employer Identification No.)

incorporation)

4 West Second Street, Riverhead, New York                                                11901

       (Address of principal executive offices)                                                   (Zip Code)

Registrant’s telephone number, including area code: (631) 208-2400

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))

ITEM 8.01 - OTHER EVENTS

As previously reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Suffolk Bancorp (“Suffolk”) had entered into an agreement in principle for the joint settlement of shareholder derivative actions filed against certain current and former directors of Suffolk and a former officer of Suffolk in the Supreme Court of the State of New York for the County of Suffolk (the “State Court”) under the caption Susan Forbush v. Edgar F. Goodale, et al., No. 33538/11 (the “State Action”), and in the United States District Court for the Eastern District of New York under the caption Robert J. Levy v. J. Gordon Huszagh, et. al., No. 11 Civ. 3321 (JS) (the “Federal Action,” and, together with the State Action, the “Derivative Actions”). On May 14, 2013, the parties to theState Action, the parties to the Federal Action, along with an additional shareholder who had previously made a litigation demand on Suffolk’s board of directors, entered into a Stipulation of Compromise and Settlement (the “Stipulation”) providing for the settlement of the Derivative Actions, subject to the approval of the State Court.

On July 24, 2013, the State Court entered an order preliminarily approving the settlement of the Derivative Actions on the terms set forth in the Stipulation, providing for notice of the proposed settlement to Suffolk’s stockholders, and scheduling a hearing in the State Court on September 25, 2013 at 11:00 a.m. Eastern Time to consider whether to: (i) approve the proposed settlement contemplated by the Stipulation, (ii) approve the award of fees and expenses requested by plaintiffs’ counsel, and (iii) enter a judgment dismissing the State Action with prejudice as set forth in the Stipulation filed with the State Court. In accordance with the Stipulation, if the State Court approves such matters and the State Action is dismissed, the parties will take such action as necessary to dismiss the Federal Action with prejudice.

The Notice of Proposed Settlement of Derivative Actions, Hearing Thereon, and Right To Appear in the form approved by the State Court is furnished herewith as Exhibit 99.1.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following Exhibit is furnished as part of this report:

Exhibit 99.1  The Notice of Proposed Settlement of Derivative Actions, Hearing Thereon, and Right To Appear in the form approved by the State Court.

SIGNATURE

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.

	SUFFOLK BANCORP
Date: July 26, 2013	By:	/s/ Patricia M. Schaubeck
		Patricia M. Schaubeck
		Executive Vice President, General Counsel & Corporate Secretary

INDEX OF EXHIBITS

Exhibit Number	Description
Exhibit 99.1	The Notice of Proposed Settlement of Derivative Actions, Hearing Thereon, and Right To Appear in the form approved by the State Court.

EX-99.1

EXHIBIT 99.1

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF SUFFOLK

SUSAN FORBUSH, Derivatively on Behalf of Herself and All Others Similarly Situated,  Plaintiff, – v. – EDGAR F. GOODALE, JOSEPH A. GAVIOLA, JAMES E. DANOWSKI, J. GORDON HUSZAGH, DAVID A. KANDELL, THOMAS S. KOHLMANN, TERENCE X. MEYER, STACEY L. MORAN, SUSAN V.B. O’SHEA, and JOHN D. STARK, JR.,  Defendants, – and – SUFFOLK BANCORP, Nominal Defendant. Assigned to: Justice William B. Rebolini     Index No. 33538/11    

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

ROBERT J. LEVY, Derivatively on Behalf of Suffolk Bancorp,  Plaintiff, – v. – J. GORDON HUSZAGH, STACEY L. MORAN, TERENCE X. MEYER, THOMAS S. KOHLMANN, EDGAR F. GOODALE, JOSEPH A. GAVIOLA, JOHN D. STARK JR., SUSAN V.B. O’SHEA, JAMES E. DANOWSKI, and DAVID A. KANDELL,  Defendants, – and – SUFFOLK BANCORP, a New York Corporation,   Nominal Defendant.   11 Civ. 3321 (JS) (GRB)  

NOTICE OF PROPOSED SETTLEMENT OF DERIVATIVE ACTIONS,

HEARING THEREON, AND RIGHT TO APPEAR

IMPORTANT NOTICE TO ALL HOLDERS OF SUFFOLK BANCORP (“SUFFOLK” OR THE “COMPANY”) COMMON STOCK AS OF MAY 14, 2013 (“SUFFOLK SHAREHOLDERS”) (EXCLUDING DEFENDANTS) AND THEIR SUCCESSORS-IN-INTEREST.  PLEASE NOTE THAT THE ABOVE-CAPTIONED ACTIONS ARE NOT “CLASS ACTIONS” AND NO INDIVIDUAL SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THE SETTLEMENT DESCRIBED BELOW.

PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY.  IF YOU ARE A SUFFOLK SHAREHOLDER, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ACTIONS.

PLEASE TAKE NOTICE that the above-captioned shareholder derivative actions (the “Actions”) are being settled.  The terms of the proposed settlement of the Actions (the “Settlement”) are set forth in a Stipulation of Compromise and Settlement dated May 14, 2013 (the “Stipulation”).  On September 25, 2013, at 11:00 a.m., a hearing (the “Settlement Hearing”) will be held before the Supreme Court of the State of New York, County of Suffolk (the “Court”), One Court Street, Riverhead, New York 11901, before the Honorable William B. Rebolini, to determine:  (i) whether the terms of the Settlement should be approved as fair, reasonable and adequate; (ii) whether to award Plaintiffs’ Counsel fees and expenses in the amount of $600,000 (the “Fee and Expense Award”); and (iii) whether the Actions should be dismissed with prejudice against the Defendants as set forth in the Stipulation filed with the Court.

This summary should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the Court.  Unless stated otherwise, all capitalized terms used herein have the same meaning as set forth in the Stipulation.

The Actions were brought derivatively on behalf of Suffolk against certain current and former officers and directors of the Company for, among other things, allegedly violating their fiduciary duties in connection with the monitoring of risk in Suffolk’s loan portfolio, the setting

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of Suffolk’s allowance for loan losses, and Suffolk’s disclosures concerning its loan portfolio, its allowance for loan losses, and its financial results and condition. The Settlement described here resolves all claims that were raised, or could have been raised, in the Actions.

The terms of the Settlement set forth in the Stipulation require Suffolk to implement numerous corporate governance enhancements, including:  (i) adoption of a charter for Suffolk’s Asset/Liability Management Committee; (ii) expansion of the duties and responsibilities of Suffolk’s Compliance Committee; (iii) maintenance of the position of Risk Manager with specified responsibilities; (iv) improvements in credit policy oversight by Suffolk’s Board of Directors; (v) expansion of the duties of Suffolk’s Audit Committee; (vi) expansion of Suffolk’s management’s responsibilities in assessing the adequacy of Suffolk’s internal controls; (vii) maintenance of Suffolk’s internal audit function with specified responsibilities; and (viii) implementation of a policy requiring forfeiture of bonuses and profits by officers found by the Board to have engaged in knowing misconduct causing an accounting restatement.  Defendants have denied and continue to deny each and all of the claims and contentions alleged by Plaintiffs in the Actions and all charges of wrongdoing or liability against them.

Any Suffolk Shareholder that objects to the Settlement of the Actions and/or the Fee and Expense Award shall have a right to appear and to be heard at the Settlement Hearing, and may enter an appearance of counsel of such shareholder’s own choosing at such shareholder’s own expense, or may appear on his or her own.  No Person other than Plaintiffs’ counsel and Defendants’ counsel in the Actions, however, shall be heard at the Settlement Hearing unless, no later than fourteen (14) calendar days prior to the date of the Settlement Hearing, such shareholder has filed with the Court and delivered to counsel for the Parties a written notice of objection, signed as authorized by the objecting shareholder, setting forth the ground(s) for the objection and proof

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of the shareholder’s status as a Suffolk Shareholder.  Any objecting shareholder must also file with the Court and deliver to all counsel in the Action (listed below) copies of any documents, exhibits, affidavits, or other evidence the shareholder will rely upon in support of his or her objection.  Only Suffolk Shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

If you wish to object to the Settlement and/or the Fee and Expense Award, you must file with the Court and serve on the counsel listed below a written objection setting forth the ground(s) for such objection and providing proof of your ownership of Suffolk stock no later than fourteen (14) calendar days prior to the Settlement Hearing:

GLANCY BINKOW & GOLDBERG LLP

Louis Boyarsky

Counsel for Plaintiff Susan Forbush

1925 Century Park East, Suite 2100

Los Angeles, California 90067

WACHTELL, LIPTON, ROSEN & KATZ

George T. Conway III

Counsel for Suffolk Bancorp and Certain Individual Defendants

51 West 52nd Street

New York, New York 10019

Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding, unless the Court orders otherwise.

Suffolk Shareholders who have no objection to the Settlement or the Fee and Expense Award do not need to appear at the Settlement Hearing or take any other action.  If you are a

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 Suffolk Shareholder, you will be bound by the Order and Final Judgment of the Court, and you will be deemed to have released any and all claims that have or could have been brought in the Actions.

This Notice is being published as a Company Current Report via a Form 8-K and filed with the United States Securities and Exchange Commission (the “SEC”).  You may obtain a copy of this Notice by referring to the SEC’s website at http://www.sec.gov.

Inquiries may be made to counsel for Plaintiff Forbush:  Louis Boyarsky, Glancy Binkow & Goldberg LLP, 1925 Century Park East, Suite 2100, Los Angeles, California 90067; telephone (310) 201-9150.

Dated: July 26, 2013 BY ORDER OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF SUFFOLK

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