Post-effective Amendment to an S-8 Filing (s-8 Pos)
16 Dezember 2015 - 8:17PM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on December 16, 2015
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Registration No. 333-169079
Registration No. 333-182372
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-169079
POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-182372
UNDER THE SECURITIES ACT OF 1933
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Community Bank System, Inc.
(as successor by merger to Oneida Financial Corp.)
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of incorporation or organization)
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80-0632920
(I.R.S. Employer
Identification No.)
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182 Main Street |
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Oneida, New York 13421-1676 |
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(Address of Principal Executive Offices) (Zip Code) |
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Oneida Financial Corp. 2012 Equity Plan |
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Oneida Financial Corp. 2006 Recognition and Retention Plan |
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Oneida Savings Bank 401(k) Savings Plan |
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(Full title of the plan) |
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George J. Getman, Esq. |
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EVP and General Counsel |
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5790 Widewaters Parkway |
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DeWitt, New York 13214 |
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(315) 445-2282 |
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(Telephone number, including area code, of agent for service) |
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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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Accelerated filer o |
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Smaller reporting company o |
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”), filed by Community Bank System, Inc., successor by merger to Oneida Financial Corp. (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
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Registration Statement on Form S-8 (No. 333-169079), pertaining to the registration of 14,983 Shares, issuable under the Oneida Financial Corp. 2006 Recognition and Retention Plan and Oneida Savings Bank 401(k) Savings Plan, which was filed with the Commission on August 27, 2010.
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Registration Statement on Form S-8 (No. 333-182372), pertaining to the registration of 551,250 Shares, issuable under the Oneida Financial Corp. 2012 Equity Plan, which was filed with the Commission on June 27, 2012.
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Pursuant to the Agreement and Plan of Merger, dated as of February 24, 2015 (the “Merger Agreement”), by and between Community Bank System, Inc. and the Registrant, Community Bank System, Inc. acquired the Registrant. The merger became effective on December 4, 2015.
In connection with the completion of the merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, Community Bank System, Inc., as the successor by merger to the Registrant, hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in DeWitt, New York, on the 16th day of December, 2015.
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COMMUNITY BANK SYSTEM, INC. |
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By: /s/ George J. Getman |
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George J. Getman |
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Executive Vice President and General Counsel |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George J. Getman, Mark E. Tryniski and Scott A. Kingsley, 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 date indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Mark E. Tryniski
Mark E. Tryniski
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President, Chief Executive Officer and
Director (Principal Executive Officer)
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December 16, 2015
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/s/ Scott A. Kingsley
Scott A. Kingsley
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Treasurer and Chief Financial Officer
(Principal Financial Officer)
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December 16, 2015
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/s/ Nicholas A. DiCerbo
Nicholas A. DiCerbo
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Chairman of the Board
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December 16, 2015
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/s/ Brian R. Ace
Brian R. Ace
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Director
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December 16, 2015
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/s/ Mark J. Bolus
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Director
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December 16, 2015
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Mark J. Bolus
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/s/ Neil E. Fesette
Neil E. Fesette
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Director
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December 16, 2015
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/s/ James A. Gabriel
James A. Gabriel
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Director
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December 16, 2015
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/s/ James W. Gibson, Jr.
James W. Gibson, Jr.
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Director
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December 16, 2015
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/s/ Michael R. Kallet
Michael R. Kallet
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Director
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December 16, 2015
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/s/ Edward S. Mucenski
Edward S. Mucenski
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Director
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December 16, 2015
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/s/ John Parente
John Parente
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Director
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December 16, 2015
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/s/ Sally A. Steele
Sally A. Steele
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Director
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December 16, 2015
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/s/ Eric E. Stickels
Eric E. Stickels
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Director
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December 16, 2015
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/s/ John F. Whipple, Jr.
John F. Whipple, Jr.
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Director
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December 16, 2015
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/s/ James A. Wilson
James A. Wilson
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Director
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December 16, 2015
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