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): November 29, 2011

SUFFOLK BANCORP

(Exact name of registrant as specified in its charter)

New York	000-13580	11-2708279
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
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

N/A

(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 (see General Instruction A.2. below):

¨ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 30 2011, Suffolk Bancorp (“Suffolk”) reported that on November 29, 2011 the Nasdaq Hearings Panel granted Suffolk’s request for a stay of the delisting of Suffolk’s common stock from The Nasdaq Stock Market, pending Suffolk’s hearing scheduled for January 19, 2012.

This filing includes statements about Suffolk which look to the future. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties that cannot be predicted or quantified and are beyond Suffolk’s control and are subject to a variety of uncertainties that could cause future results to vary materially from Suffolk’s historical performance, or from current expectations. Factors affecting Suffolk Bancorp include particularly, but are not limited to: any determination by the Nasdaq Listing and Hearings Review Council to reverse or remand the Hearings Panel’s decision to stay the delisting of our common stock; a failure to file our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 prior to the expiration of the stay of delisting; a failure to comply with Nasdaq rules; results of regulatory examinations; any failure by us to comply with our written agreement with the OCC (the “Agreement”) or the individual minimum capital ratios for the Bank established by the OCC; the cost of compliance with the Agreement; failure by us to maintain effective internal controls over financial reporting; potential litigation or regulatory action relating to the matters resulting in our failure to file on time our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 or resulting from the revisions to our earnings previously announced on April 12, 2011 or the restatement of our financial statements for the quarterly period ended September 30, 2010 and year ended December 31, 2010; and the potential that net charge-offs are higher than expected or for further increases in our provision for loan losses.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Press release dated November 30, 2011

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 thereunto duly authorized.

	SUFFOLK BANCORP
Dated November 30, 2011	By:	/s/ Douglas Ian Shaw
	Senior Vice President & Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 30, 2011

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
Contact:	Douglas Ian Shaw
	Corporate Secretary
	(631) 208-2400
		4 West Second Street
		Riverhead, NY 11901
		(631) 208-2400 (Voice) - (631) 727-3214 (FAX)
		invest@suffolkbancorp.com

SUFFOLK BANCORP ANNOUNCES STAY OF DELISTING

Riverhead, New York, November 30, 2011 — Suffolk Bancorp (Nasdaq — SUBK, “Suffolk”), today announced that on November 29, 2011 the Nasdaq Hearings Panel granted Suffolk’s request for a stay of the delisting of Suffolk’s common stock from The Nasdaq Stock Market, pending Suffolk’s hearing scheduled for January 19, 2012.

As previously announced, on November 8, 2011 and November 14, 2011, Nasdaq Staff notified Suffolk it was subject to delisting for failure to timely file its Forms 10-Q for the periods ended March 31, 2011, June 30, 2011, and September 30, 2011. On November 15, 2011, Suffolk appealed the delisting determination to the Nasdaq Hearings Panel and requested that the Panel stay any delisting action pending the scheduled hearing.

Suffolk continues to work to complete these Quarterly Reports, as well as amended filings with respect to the periods ended September 30, 2010 and December 31, 2010, and expects to file prior to the expiration of the stay.

Suffolk Bancorp is a one-bank holding company engaged in the commercial banking business through the Suffolk County National Bank, a full service commercial bank headquartered in Riverhead, New York. “SCNB” is Suffolk Bancorp’s wholly owned subsidiary. Organized in 1890, the Suffolk County National Bank has 30 offices in Suffolk County, New York.

Safe Harbor Statement Pursuant to the Private Securities Litigation Reform Act of 1995

This release includes statements about Suffolk which look to the future. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties that cannot be predicted or quantified and are beyond Suffolk’s control and are subject to a variety of uncertainties that could cause future results to vary materially from Suffolk’s historical performance, or from current expectations. Factors affecting Suffolk Bancorp include particularly, but are not limited to: any determination by the Nasdaq Listing and Hearings Review Council to reverse or remand the Hearings Panel’s decision to stay the delisting of our common stock; a failure to file our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 prior to the expiration of the stay of delisting; a failure to comply with Nasdaq rules; results of regulatory examinations; any failure by us to comply with our written agreement with the OCC (the “Agreement”) or the individual minimum capital ratios for the Bank established by the OCC; the cost of compliance with the Agreement; failure by us to maintain effective internal controls over financial reporting; potential litigation or regulatory action relating to the matters resulting in our failure to file on time our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 or resulting from the revisions to our earnings previously announced on April 12, 2011 or the restatement of our financial statements for the quarterly period ended September 30, 2010 and year ended December 31, 2010; and the potential that net charge-offs are higher than expected or for further increases in our provision for loan losses.

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