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): | May 18, 2017 |
Financial Institutions, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| New York | 0-26481 | 16-0816610 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 220 Liberty Street, Warsaw, New York | 14569 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 585-786-1100 |
Not Applicable
______________________________________________
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01 Other Events.
On May 18, 2017, Financial Institutions, Inc. (the "Company") issued a press release announcing it has withdrawn its previously announced public offering of $40.0 million of its common stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release issued by Financial Institutions, Inc. on May 18, 2017.
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.
| Financial Institutions, Inc. | ||||
| May 19, 2017 | By: |
Kevin B. Klotzbach
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| Name: Kevin B. Klotzbach | ||||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release issued by Financial Institutions, Inc. on May 18, 2017 |
Exhibit 99.1
Financial Institutions, Inc.
FOR IMMEDIATE RELEASE
Financial Institutions, Inc. Announces Withdrawal of
Common Stock Offering
WARSAW, N.Y. – May 18, 2017 – Financial Institutions, Inc. (NASDAQ:FISI) (the “Company”), the parent company of Five Star Bank, Scott Danahy Naylon, LLC and Courier Capital, LLC, today announced that it has withdrawn its previously announced underwritten public offering of $40.0 million of its common stock. The offering was withdrawn because of the unstable conditions in the U.S. capital markets over the last several days, which the Company believes are not conducive to completing a successful public offering at this time.
About Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial services through its subsidiaries Five
Star Bank, Scott Danahy Naylon, LLC (“SDN”) and Courier Capital, LLC (“Courier Capital”). Five Star
Bank provides a wide range of consumer and commercial banking and lending services to individuals,
municipalities and businesses through a network of more than 50 offices and 60 ATMs throughout
Western and Central New York State. SDN provides a broad range of insurance services to personal
and business clients across 45 states. Courier Capital provides customized investment management,
investment consulting and retirement plan services to individuals, businesses, institutions,
foundations and retirement plans. Financial Institutions, Inc. and its subsidiaries employ
approximately 650 individuals. The Company’s stock is listed on the Nasdaq Global Select Market
under the symbol FISI. Additional information is available at www.fiiwarsaw.com.
Forward-Looking Statements
Statements contained in this press release which are not historical facts constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Similarly, statements that describe the objectives, plans or goals of the Company are
forward-looking. These forward-looking statements can generally be identified as such by the
context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “targeting,” “intend,” “outlook,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative. These forward-looking statements involve
significant risks and uncertainties. All forward-looking statements made herein are qualified by
the cautionary language in the Company’s Annual Report on Form 10-K and other documents filed with
the SEC. These documents contain and identify important factors that could cause actual results to
differ materially from those contained in our projections or forward-looking statements. Except as
required by law, the Company assumes no obligation to update any information presented herein.
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For additional information contact: |
Shelly J. Doran
(585) 627-1362
sjdoran@five-starbank.com