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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMUNITY BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 161213679
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5790 WIDEWATERS PARKWAY, DEWITT, NEW YORK 13214
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, without par value New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
______________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
Exhibit Index on Page 2
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of Community Bank System, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc., is the
Registrant's Common Stock, without par value. The holders of Common Stock are
entitled to one vote per share on all matters to be voted on by the
shareholders. Such shareholders do not have cumulative voting rights in the
election of directors.
The Company may pay dividends on the Common Stock as declared from time to
time by the Board of Directors out of funds legally available therefor, subject
to certain restrictions. The holders of Common Stock are entitled to receive any
dividends on the Common Stock in proportion to their holdings of Common Stock.
In the event of a liquidation, dissolution or winding up of the Company,
each holder of Common Stock would be entitled to receive, after payment of all
debts and liabilities of the Company and after any required distribution to
holders of any issued and outstanding preferred stock, a pro rata portion of all
assets of the Company available for distribution to holders of Common Stock.
Holders of shares of Common Stock are not entitled to preemptive rights
with respect to any shares of any capital stock of the Company that may be
issued. The Common Stock is not subject to call or redemption and is fully paid
and non-assessable.
The Company's Certificate of Incorporation and By-Laws contain certain
provisions which may impede any merger, consolidation, takeover or other
business combination involving the Company or may discourage a potential
acquiror from making a tender offer or otherwise attempting to obtain control of
the Company. These provisions include a classified board of directors,
supermajority provisions with respect to the approval of certain business
combinations by the Company's shareholders and directors; the availability of
authorized but unissued shares of common and preferred stock; a requirement that
the provisions of the Certificate of Incorporation designed to protect the
Company from unfriendly takeover attempts can only be amended by a supermajority
of the Company's shareholders and directors; and a prohibition on the taking of
shareholder action by written consent. In addition, the Company has adopted a
Stockholder Protection Rights Plan which is designed to protect shareholders in
the event of an unsolicited offer or attempt to acquire control of the Company.
These provisions are intended to avoid costly takeover battles and lessen the
Company's vulnerability to a hostile change in control, thereby enhancing the
possibility that the Board of Directors can maximize shareholder value in
connection with any unsolicited offer to acquire the Company. However,
anti-takeover provisions can also have the effect of discouraging activities
such as unsolicited merger proposals, acquisitions or tender offers by which
shareholders might otherwise receive enhanced consideration for their shares.
ITEM 2. EXHIBITS
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
COMMUNITY BANK SYSTEM, INC.
By: /s/ SANFORD A. BELDEN
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Sanford A. Belden
President and CEO
Dated: December 9, 1997
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