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)
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| September 28, 2000 |
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HUDSON RIVER BANCORP, INC.
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| (Exact name of Registrant as specified in its Charter) |
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Delaware
| 000-24187
| 14-1803212
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(State or other
jurisdiction of
incorporation)
| (Commission File Number) | (IRS Employer
Identification
Number) |
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One Hudson City Centre, Hudson, New York, 12534
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| (Address of principal executive offices) (Zip Code) |
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| Registrant's telephone number, including area code: | | (518) 828-4600 |
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N/A
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| (Former name or former address, if changed since last report) |
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Item 5. Other Events
On April 25, 2000, the boards of directors of Hudson River Bancorp, Inc.
("Hudson River"), the holding company of Hudson River Bank & Trust Company, and Cohoes
Bancorp, Inc. ("Cohoes"), the holding company of Cohoes Savings Bank, entered into a merger
agreement (the "Agreement") to combine in a merger of equals (the "Merger"). On September
28, 2000, Cohoes and Hudson River announced the execution of a Termination and Settlement
Agreement (the "Termination Agreement"), which terminated the Agreement. The Agreement
was terminated as a result of the Merger not being approved by the requisite vote of the
shareholders of Cohoes at its special meeting held on August 17, 2000. In connection with the
termination of the Agreement, both Cohoes and Hudson River also amended their reciprocal
stock option agreements (the "Amendments") to cap the economic value of each of their
reciprocal stock option agreements at $3.5 million.
The foregoing information does not purport to be complete and is qualified in its entirety
by reference to the Termination Agreement, the Amendments, and the press release attached
hereto.
Item 7.
Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
See Exhibit Index
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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 thereunto
duly authorized.
| | HUDSON RIVER BANCORP, INC. |
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| Date: October 6, 2000 | By: | /s/ Timothy E. Blow |
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| | Timothy E. Blow |
| | Chief Financial Officer |
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EXHIBIT INDEX
| | Exhibit Number
|
Description
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| | 2.1 | Termination and Settlement Agreement, dated as of September 28, 2000, between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. |
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| | 2.2 | Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc.,
dated as of September 28, 2000. |
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| | 2.3 | Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.,
dated as of September 28, 2000. |
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| | 99.1 | Press Release dated September 28, 2000 (1). |
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| (1) | Incorporated by reference from a filing made pursuant to Rule 425 and/or Rule 14a-12 with the Securities and Exchange Commission on September 29, 2000. |
