REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 16-1213679
- ----------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214
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(Address of Principal Executive Offices) (Zip Code)
Community Bank System, Inc. Long-Term Incentive Compensation Program
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(Full title of the plan)
Sanford A. Belden, President and CEO,
5790 Widewaters Parkway, DeWitt, New York 13214
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(Name and address of agent for service)
(315) 445-2282
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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Common Stock, $1.25 90,240 shares $38.875 $3,508,080.00 $1,063.05
par value per share
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* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by
the Nasdaq National Market on November 20, 1996.
Exhibit Index on page 4.
Page 1 of 7
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Community Bank System, Inc. (the
"Company") (Exchange Act File No. 0-11716) with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference and made a
part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
filed with the Commission on March 27, 1996;
(b) Quarterly Reports on Forms 10-Q, for the quarterly periods ended March
31, 1996, June 30, 1996 and September 30, 1996, filed with the
Commission on May 15, 1996, August 12, 1996, and November 14, 1996,
respectively;
(c) Periodic Report on Form 8-K, filed with the Commission on May 22, 1996;
and
(d) The descriptions of the Company's Common Stock contained in the
Company's registration statements filed under section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Page 2 of 7
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware ("DGCL") provides that a Delaware
corporation has the power to indemnify its officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director of officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action or suit, provided that such director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances, such director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director of
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Page 3 of 7
<PAGE>
Article 9 of the Company's Certificate of Incorporation provides that the
Company's directors shall not be liable to the Company or its shareholders for
monetary damages as a result of breach of fiduciary duty, except for liability
for breach of a director's duty of loyalty, for acts not undertaken in good
faith, for a transaction from which a director derives a personal benefit, or
for liability arising under Section 174 of the DGCL.
Article 8 of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, as amended, previously
filed with the Commission on May 30, 1995 as Exhibit 3.1 to the
Company's Registration Statement on Form S-2 (No. 33-58539), and
incorporated herein by reference.
4.2 Bylaws of the Company, previously filed with the Commission on May
30, 1995 as Exhibit 3.2 to the Company's Registration Statement on
Form S-2 (No. 33-58539), and incorporated herein by reference.
4.3 Community Bank System, Inc. Long-Term Incentive Compensation
Program, as amended.
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of
certain shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).
24 Power of Attorney (included at page 6 of this Registration
Statement).
Page 4 of 7
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the
Page 5 of 7
<PAGE>
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in DeWitt, New York on the 20th day of November, 1996.
COMMUNITY BANK SYSTEM, INC.
By: /s/ SANFORD A. BELDEN
-------------------------------------
Sanford A. Belden
President and Chief Executive Officer
Each person whose signature appears below hereby authorizes Sanford A.
Belden, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.
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 dates indicated.
Signature Title Date
--------- ----- ----
/s/ SANFORD A. BELDEN President and CEO, Director November 20, 1996
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Sanford A. Belden
/s/ DAVID G. WALLACE Treasurer November 20, 1996
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David G. Wallace
/s/ EARL W. MACARTHUR Chairman of the Board November 20, 1996
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Earl W. MacArthur
/s/ JOHN M. BURGESS Director November 20, 1996
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John M. Burgess
Page 6 of 7
<PAGE>
Signature Title Date
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/s/ RICHARD C. CUMMINGS Director November 20, 1996
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Richard C. Cummings
/s/ WILLIAM M. DEMPSEY Director November 20, 1996
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William M. Dempsey
/s/ NICHOLAS A. DICERBO Director November 20, 1996
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Nicholas A. DiCerbo
/s/ JAMES A. GABRIEL Director November 20, 1996
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James A. Gabriel
/s/ LEE T. HIRSCHEY Director November 20, 1996
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Lee T. Hirschey
/s/ DAVID C. PATTERSON Director November 20, 1996
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David C. Patterson
/S/ WILLIAM N. SLOAN Director November 20, 1996
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William N. Sloan
/s/ HUGH G. ZIMMER Director November 20, 1996
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Hugh G. Zimmer
Page 7 of 7
COMMUNITY BANK SYSTEM, INC.
LONG-TERM INCENTIVE COMPENSATION PROGRAM
As used herein, "the Bank" means Community Bank System, Inc. and
Subsidiaries, a corporation with principal offices in the State of New York, and
any successor which shall maintain this Plan.
l. Purpose
-------
The purpose of these Plans is to promote the interests of the Bank by
providing current and future key employees with incentive by facilitating their
acquisition of an equity interest in the Bank. It is intended that the Plans
shall provide for
(a) options granted that shall qualify as Incentive Stock Options within
the meaning of Section 422A of the Internal Revenue Code,
(b) options granted which will be Non-Statutory Stock Options,
(c) Retroactive Stock Appreciation Rights (RSAR's), and
(d) Restricted Stock Awards.
2. Administration
--------------
The Plan shall be administered by a Committee (referred to herein as the
"Committee") appointed by the Board of Directors and shall serve at the pleasure
of the Board. The Committee shall consist of not less than three directors who
shall not be eligible to participate in the Plan while members of the Committee.
The Committee shall have the power to select participants, to establish the
number of shares and terms applicable to each such option or grant, to construe
the provisions of the Plan, and to adopt rules and regulations governing the
administration of the Plan.
<PAGE>
Determinations made in good faith by the Committee shall be conclusive, final
final and binding on the Board and participants.
3. Eligibility
-----------
Those eligible to participate in the Plan will be selected by the Committee
from the following:
(l) Officers who are employees of the Bank or its subsidiaries.
(2) Other key employees of the Bank and its subsidiaries.
4. Allotment of Shares
-------------------
A maximum of 300,000 authorized but unissued shares of the Common Stock
of the Bank (par value $1.25) are allotted to the Plan. The Committee may, in
its discretion, use treasury shares in lieu of authorized but unissued shares
for the options or awards.
Shares covered by options which lapse or have been terminated during the
duration of this Plan may be reallocated by the Committee.
5. Effective Date and Term of Plan
-------------------------------
The Plan shall become effective as of July l, 1984, subject to shareholder
approval at the next annual meeting of shareholders. If such shareholder
approval is not obtained, all grants or options under the Plan shall
automatically be cancelled. No option shall be granted pursuant to this Plan
later than June 30, 1994, but options theretofore granted may extend beyond that
date in accordance with their terms.
2
<PAGE>
6. Terms and Conditions of Incentive Stock Options
-----------------------------------------------
(a) Option Price
------------
The option price per share for each stock option shall be determined by
the Committee and shall not be less than the fair market value on the
date the option is granted. If an option shall be granted to any
individual who, immediately after such option is granted, is considered
to own stock possessing more than 10% of the combined voting power of all
classes of stock of Community Bank System, Inc. or any of its
subsidiaries within the meaning of Section 425 of the Internal Revenue
Code, the option price shall not be less than 110% of the fair market
value of the stock on the date of the grant of the option, and such
option must be exercised by the individual to whom it is granted within
five years of the date of the grant.
(b) Period of Option
----------------
The period of each stock option by its terms shall be not more than 10
years from the date the option is granted as specified by the Committee.
(c) Time of Exercise of Option
--------------------------
(i) The Committee shall establish the time or times within the option
period when the stock option may be exercised in whole or in such
parts as may be specified from time to time by the Committee,
except that no stock option shall be exercisable within one year
immediately following the date the option is granted. In all cases
exercise of a stock option shall be subject to the provisions of
(ii) below.
3
<PAGE>
(ii) In the event of termination of employment due to any cause
including death or retirement, rights to exercise the stock option
shall cease, except for those which have accrued to the date of
termination, unless the Committee shall otherwise specify. These
rights shall remain exercisable for a period of three months
following termination for any cause other than death or disability
and for a period of one year following termination due to death or
disability. However, no stock option shall, in any event, be
exercised after the expiration of 10 years from the date such
option is granted, or such earlier date as may be specified in the
option.
(d) Payment
-------
The entire option price must be paid at the time the option is exercised.
Payment of the option price shall be made in cash or in the Common Stock
of the Bank valued at its fair market value (as the same shall be
determined by the Committee) or a combination of such Common Stock and
cash. Payment may not be made with Common Stock issued to the optionee by
the Bank upon his prior exercise of an option under this Plan or any
other option plan unless the Common Stock received upon that prior
exercise shall have been held by the optionee for at least one year.
4
<PAGE>
(e) Non-transferability of Option
-----------------------------
An option by its terms shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and
shall be exercisable during the optionee's lifetime only by the optionee.
(f) Sequential Exercise
-------------------
No incentive stock option granted under the Plan shall, by its terms, be
exercisable while there is outstanding (within the meaning of Section
422A(c)(7) of the Internal Revenue Code) any incentive stock option (as
that term is defined in the Internal Revenue Code and Regulations) which
was granted, before the granting of such option, to the optionee to
purchase stock in the Bank or in a corporation which (at the time of the
granting of such option) is a parent or subsidiary corporation of the
Bank, or in a predecessor corporation of any such corporations.
(g) Maximum Value
-------------
The aggregate fair market value (determined as of the time such option is
granted) of the Common Stock for which any optionee may be granted
incentive stock options in calendar year 1984 or in any subsequent
calendar year (under all incentive stock option plans of the Company and
its parent and subsidiary corporations) shall not exceed $100,000 plus an
unused limit carryover to such year permitted by Section 422A(c)(4) of
the Internal Revenue Code.
5
<PAGE>
7. Terms and Conditions of Non-Statutory Stock Options
---------------------------------------------------
(a) Option Price
------------
The option price per share for each stock option shall be determined by
the Committee and shall not be less than the fair market value on the
date the option is granted.
(b) Period of Option
----------------
The period of each stock option by its terms shall be not more than 10
years from the date the option is granted as specified by the Committee.
(c) Time of Exercise of Option
--------------------------
(i) In the event of termination of employment due to death or
disability, rights to exercise option shall remain exercisable for
two years; in the event of termination due to any other reason, the
rights to exercise option shall expire three months after the
termination date.
(ii) However, no option shall, in any event, be exercisable after the
expiration of 10 years from date of grant, or such earlier date as
may be specified in the option.
(d) Payment
-------
The entire option price must be paid at the time the option is exercised
in cash or in Common Stock of the Bank valued at its fair market value
(as the same shall be determined by the Committee) or a combination of
such Common Stock and cash.
6
<PAGE>
Payment in Common Stock issued to an optionee under this Plan must have
been held by the optionee for at least one year.
(e) Non-transferability of Option
-----------------------------
An option by its terms shall not be transferable by the optionee except
by will or by the laws of descent and distribution and shall be
exercisable during the optionee's lifetime only by the optionee.
(f) Withholding Taxes
-----------------
The Bank shall not issue stock certificates to an optionee who exercises
an option unless payment of the required lawful withholding taxes have
been made to the Bank by check, payroll deduction or other arrangements
satisfactory to the Committee.
8. Terms and Conditions of Retroactive Stock Appreciation Rights
-------------------------------------------------------------
The Committee may authorize, upon such conditions and limitations it deems
advisable, the surrender of the right to exercise all or a portion of a
Non-Statutory Stock Option granted under the Plan and the payment in exchange of
an amount up to the excess of the fair market value at the time of surrender of
the shares covered by the option, or portion thereof, surrendered over the
aggregate price of such shares. Such payment may be made in shares of common
stock valued at fair market value or in cash or partly in cash and partly in
shares of common stock, at its sole discretion. The shares of common stock
covered by any Non-Statutory Stock Option, or portion thereof, as to which the
right to exercise share have been so surrendered shall not again be available
for purposes of the Plan.
7
<PAGE>
9. Terms and Conditions of Restricted Stock Awards
-----------------------------------------------
(a) Issuance of Shares and Forfeiture Restrictions Shares of Restricted
Stock issued to an employee under the Plan shall (except as otherwise
provided in the Plan) not be sold, exchanged, transferred, assigned,
aliened, pledged, hypothecated, or otherwise disposed of, for the period
of time determined by the Committee in its absolute direction (the
"Forfeiture Period"). If the employee's employment with the Bank or any
of its subsidiaries terminates prior to the expiration of the Forfeiture
Period for any reason except death or disability, the employee shall, on
the date his employment terminates, forfeit and surrender to the Bank the
number of shares of Stock with respect to which the Forfeiture Period is
in effect on the date his employment terminates. If Stock is forfeited,
the employee shall be entitled to retain any dividends paid on those
shares during the period that the employee owned the Stock.
(b) Forfeiture Period
-----------------
Upon each issuance of Stock, the Committee shall fix the Forfeiture
Period. Each certificate of Stock issued under the Plan shall bear a
legend to reflect the Forfeiture Period until the Forfeiture Period
lapses. As a condition to issuance of Stock to an employee, the Committee
may require the employee to enter into an agreement providing for the
Forfeiture Period and such other terms and conditions that it prescribes,
including, but not limited to, a provision that Stock issued to the
employee shall be held by an escrow agent until the Forfeiture Period
lapses. The
8
<PAGE>
Committee may also require a written presentation by the employee that he
is acquiring the shares for investment.
(c) Unrestricted Stock
------------------
When the Forfeiture Period with respect to shares of Stock lapses, a
certificate for such shares shall be issued, free of any escrow; such
certificate shall not bear a legend relating to the Forfeiture Period.
(d) Withholding Taxes
-----------------
Each Participant shall agree, at the time he receives an Award and as a
condition thereof, to pay, or make arrangements satisfactory to the
Committee regarding the Payment to the Bank of, any federal, state of
local taxes of any kind required by law to be withheld with respect to
any Award or with respect to the lapse of any restrictions on shares of
Restricted Stock awarded under this Plan or the waiver of any forfeiture
hereunder, and shall also agree that the Bank may, to the extent
permitted by law, deduct such taxes from any payments of any kind due or
to become due to such Participant from the Bank, sell by public or
private sale, within 10 days' notice of such longer notice as may be
required by applicable law, a sufficient number of shares of Stock so
awarded in order to cover all or part of the amount required to be
withheld, or pursue any other remedy of law or in equity. In the event
that the Participant or any other person entitled to receive shares of
Stock under this Plan shall fail to pay to the Company all such federal,
state and local taxes, or to make arrangements satisfactory to the
Committee
9
<PAGE>
regarding the payment of such taxes, the shares to which such taxes
relate shall be forfeited and returned to the Company.
(e) Acceleration of Lapse of Restrictions
-------------------------------------
The Committee shall have the authority at any time to accelerate the time
at which any or all of the restrictions set forth in this Plan with
respect to any or all shares of Restricted Stock awarded hereunder shall
lapse.
(f) Code Section 83(b) Election Forbidden
-------------------------------------
Each Participant shall agree, at the time he receives an Award and as a
condition thereof, not to make an election under Section 83(b) of the
Internal Revenue Code of 1954, as amended, with respect to such Award. If
a Grantee makes such an election, all shares of Restricted Stock held by
such Grantee at the time shall be forfeited and returned to the Company.
(g) Death or Disability and Lapse of Forfeiture
-------------------------------------------
If an employee dies, or if his employment by the Bank ceases because of
his disability before termination of a Forfeiture Period, the Forfeiture
Period on any Stock owned by the employee shall lapse on the date of his
death or on the date that his employment terminates because of his
disability, provided such date is not less than four years subsequent to
the date of the award. If the date of death or disability is within four
years of the date of the award, the Committee, in its sole discretion,
can waive the Forfeiture Period as to any or all of the stock.
10
<PAGE>
10. Adjustment in Event of Recapitalization of the Bank
---------------------------------------------------
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, or any
other change in the corporate structure or shares of the Bank, the Board of
Directors shall make such adjustment equitably required in the number and kind
of shares authorized by and for the Plan, in the number and kind of shares
covered by the options or restricted grants, and in the option price. Such
adjustment shall be final and binding on both the Bank and the participant.
11. Employment Relationship
-----------------------
The grant of any option awards to an employee shall not confer on the
employee the right to continued employment with the Company or affect the right
of the Company to terminate such employment at any time for any reason
whatsoever.
12. Modifications
---------------
The Board of Directors may suspend, modify, terminate or reinstate the Plan
at any time or from time to time provided that no termination shall affect the
rights of participants in granted prior thereto, or increase the number of
shares or extend the term of the Plan without shareholder approval.
13. "Subsidiary Corporation"
------------------------
The term "subsidiary corporation," as used in this Plan, means any
corporation of which fifty percent or more of the total combined voting power of
all classes of stock is owned by the Bank or by another corporation qualifying
as a subsidiary within this definition.
11
<PAGE>
14. Expenses
--------
The cost of administering this Plan shall be borne by the Bank. The
Committee may, at its sole discretion, authorize administration and consulting
services to assist the Committee in reaching its conclusions, which shall be
final, conclusive and binding.
IN WITNESS WHEREOF, this Agreement has been executed this 15th day of
August, 1984.
COMMUNITY BANK SYSTEM, INC.
By /s/ Edwin J. Lyons
-----------------------
12
Exhibit 5.1
November 27, 1996
Community Bank System, Inc.
5790 Widewaters Parkway
DeWitt, New York 13214
Gentlemen:
We have acted as counsel to Community Bank System, Inc., a Delaware
Corporation (the "Company") in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed with the United States Securities
and Exchange Commission with respect to the Community Bank System, Inc. Long
Term Incentive Compensation Program, as amended (the "Plan").
In rendering this opinion, we have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of such corporate
records of the Company, communications or certifications of public officials,
communications with or certificates of officers, directors and representatives
of the Company, and such other documents as we have deemed necessary to the
issuance of the opinion set forth herein. In making this examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as copies.
Based upon the foregoing, it is our opinion that the shares of the
Company's Common Stock, par value $1.25 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
paid for in full by the participant and issued in accordance with the Plan,
legally issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bond, Schoeneck & King, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------
We consent to the incorporation by reference in the Registration Statement of
Community Bank System, Inc. on Form S-8 of our report dated January 26, 1996 on
our audits of the consolidated financial statements of Community Bank System,
Inc. as of December 31, 1995 and 1994, and for the years ended December 31,
1995, 1994 and 1993, which report is included in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Syracuse, New York
November 26, 1996
