<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMUNITY BANK SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 16-1213679
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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5790 WIDEWATERS PARKWAY
DEWITT, NEW YORK 13214-1883
(315) 445-2282
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SANFORD A. BELDEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMMUNITY BANK SYSTEM, INC.
5790 WIDEWATERS PARKWAY
DEWITT, NEW YORK 13214-1883
(315) 445-2282
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPY TO:
GEORGE J. GETMAN, ESQ.
BOND, SCHOENECK & KING, LLP
ONE LINCOLN CENTER
SYRACUSE, NEW YORK 13202
(315) 422-0121
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value..................... 300,000 shares $ 22.1875 $6,656,250 $1,758
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low sales prices of the registrant's common stock as
reported on the New York Stock Exchange on July 3, 2000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
PROSPECTUS
COMMUNITY BANK SYSTEM, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
This prospectus relates to up to an aggregate of 300,000 shares of common
stock, no par value, of Community Bank System, Inc., or the Company, that may be
offered in connection with our Dividend Reinvestment and Direct Stock Purchase
and Sale Plan, or the Plan. The Plan provides both existing stockholders of our
common stock and interested new investors with a convenient and cost effective
method to purchase shares of our common stock.
All of the shares that may be offered pursuant to the Plan will be
purchased on the open market by American Stock Transfer & Trust Company, the
Plan's administrator. We will not receive any of the proceeds from the sale of
the shares offered under the Plan.
You may purchase shares of our common stock under the Plan as follows:
- Our stockholders may purchase shares of common stock by reinvesting all
or a portion of the cash dividends, if any, received on their shares of
common stock, or by making optional cash investments from time to time;
or
- If you are not one of our stockholders, you may purchase shares of our
common stock by making an initial minimum cash investment of $250, plus
$2.50 for a registration fee.
(continued on next page)
The date of this prospectus is July 5, 2000.
<PAGE> 3
The Plan administrator will pool together cash dividends payable to the
participants of the Plan and cash payments from participants of the Plan to
purchase shares of our common stock on the open market. Therefore, the price of
each share you purchase with cash dividends or cash investments will be based
upon the average price upon which the Plan administrator purchases shares in the
open market for a particular investment. Purchases with dividend funds will be
made commencing on the applicable dividend payment date. Purchases with cash
payments from the participants will be made at least once a week, depending on
investment volume.
We will pay the costs of administration of the Plan, except that you will
be responsible for the small fees described in this prospectus.
Our common stock is traded on the New York Stock Exchange under the symbol
"CBU." The last reported sale price of our common stock on July 3, 2000, as
reported on the New York Stock Exchange, was $22.1875 per share.
This prospectus describes the provisions of the Plan and you should retain
this prospectus for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
<PAGE> 4
To the Shareholders and Investors of
Community Bank System, Inc.:
The Company has established "Investors Choice", a Dividend Reinvestment and
Direct Stock Purchase and Sale Plan, for convenience to our shareholders and
potential investors. This Plan offers you an affordable alternative for buying
and selling our common stock, which is traded on the New York Stock Exchange
under the symbol "CBU". You do not need to be a current shareholder to
participate in this Plan and buy our common stock for the first time. If you
participate in the Plan, you may also reinvest your cash dividends, if any, and
make periodic supplemental cash payments to purchase additional shares. Shares
that are held in the Plan may be sold directly without having to obtain physical
certificates or becoming involved with a broker. The certificates that you
currently hold in physical form at home may be deposited directly into the Plan
for safekeeping or sale. You may also withdraw or transfer all or a portion of
your stock held in the Plan at anytime. Although the Company pays for most all
of the brokerage and administrative costs, there are small fees associated with
certain features of the Plan. The fees are outlined within this booklet.
This booklet provides you with a summary and the complete details of the
Plan. If you have additional questions after reading through this material,
please contact the Plan Administrator, American Stock Transfer & Trust Company,
at:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, NY 10005
Tel: (800) 278-4353
To enroll in the Plan, simply fill out the Enrollment Application and mail
it to American Stock Transfer & Trust Company. Our purpose in providing the Plan
is to promote long-term investment in our common stock.
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<PAGE> 5
Thank you for your continued interest in the Company.
Sincerely,
SABELDENSIG
SANFORD A. BELDEN
President and Chief
Executive Officer
OUR STOCK IS NOT FDIC INSURED, NOT A DEPOSIT OR OTHER OBLIGATION OF COMMUNITY
BANK, N.A., OR THE BANK, AND IS NOT GUARANTEED BY THE BANK, AND IS SUBJECT TO
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
4
<PAGE> 6
INVESTORS CHOICE
COMMUNITY BANK SYSTEM, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
Our Investors Choice Dividend Reinvestment and Direct Stock Purchase and
Sale Plan, or the Plan, offers you the ability to:
- Buy additional shares conveniently and economically either by check or
direct monthly debit from your bank account;
- If you wish, reinvest all or any portion of cash dividends by purchasing
additional shares of common stock with your cash dividends directly
through the Plan;
- Sell or transfer shares of our common stock held in your Plan account;
- Deposit all of your stock certificates representing our common stock for
safekeeping in your Plan account;
- Withdraw your shares of our common stock and receive a certificate upon
your request; and
- If you wish, have your cash dividends deposited directly to your own bank
account by electronic funds transfer.
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<PAGE> 7
COMMUNITY BANK SYSTEM, INC.
INVESTORS CHOICE
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Plan Purpose and Key Features 7-11
Summary................................
How the Plan Works
1. How to get started and enroll..... 12
2. How to purchase additional
shares............................ 12
3. Must I reinvest dividends?........ 14
4. How are my shares purchased?...... 15
5. What is the price I will pay for
shares?........................... 15
6. How do I keep track of
transactions in my account?..... 15
7. What is safekeeping of
certificates?..................... 16
8. How do I withdraw stock that is in
my Plan account?................ 16
9. How do I transfer shares to
another person?................. 17
10. Can I sell shares in my
account?.......................... 17
11. How do I close my account?........ 18
Technical Information About the Plan... 19
Use of Proceeds........................ 21
Legal Matters.......................... 21
Experts................................ 22
Where You Can Find More Information.... 22
Incorporation of Certain Information by
Reference............................ 23
</TABLE>
6
<PAGE> 8
PLAN PURPOSE
The purpose of the Plan is to provide our stockholders and other interested
investors with a convenient and economical way of purchasing shares of our
common stock and reinvesting cash dividends in additional shares of our common
stock. American Stock Transfer & Trust Company will administer the Plan,
purchase and hold shares acquired for you under the Plan, keep records, send
statements of account activity and perform other duties related to the Plan. Any
person is eligible to participate in the Plan by taking the steps described
under How to Get Started and Enroll on page 12.
KEY PLAN FEATURES SUMMARY
ENROLLMENT
- To participate in the Plan, anyone may apply for enrollment in the Plan by
completing, signing and returning an Enrollment Application. If you are not
currently our stockholder, the Enrollment Application must be accompanied with
a check or money order of not less than $250 or more than $10,000, made
payable to American Stock Transfer & Trust Company, to the address shown on
the Enrollment Application.
PLAN ACCOUNT
- When enrolled in the Plan, an account will be opened in your name and shares
purchased on your behalf will be held by American Stock Transfer & Trust
Company, or the Plan Administrator, in "book-entry" form. This means that,
instead of receiving actual stock certificates, you will receive quarterly
statements which reflect your ownership. If you wish to start your
participation in the Plan with shares of our common stock which are held by
your broker or bank under a "street name", you need to request the broker or
bank to transfer those shares into your name. You may request stock
certificates for
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<PAGE> 9
shares held by the Plan Administrator in your account at any time, upon
request and without charge.
DIVIDENDS
- You may reinvest cash dividends to purchase additional shares of our common
stock. You may reinvest all your dividends or a portion of your dividends on
shares held in stock certificate form and on all shares held by the Plan
Administrator in your Plan account, or you may elect to receive cash dividends
on all your shares without reinvesting.
ADDITIONAL PURCHASES
- You may desire to purchase additional shares of our common stock through the
Plan by depositing cash payments. You may buy from $25 up to $10,000 of common
stock per transaction. If you are already our stockholder, all commissions and
administrative costs are paid by us. On the other hand, if you are purchasing
our common stock for the first time, you will be responsible for the small fee
described elsewhere in this prospectus. Purchases may be made by mailing a
check or money order to the Plan Administrator. You may make automatic monthly
purchases for a constant dollar value by instructing the Plan Administrator to
electronically debit and transfer funds from your bank. If you wish to do so,
please call the Plan Administrator at the telephone numbers shown on page 10.
SELLING SHARES FROM YOUR PLAN ACCOUNT
- You may sell shares held by the Plan Administrator in your Plan account on the
open market at the then prevailing market price. A transaction fee of $7.50
plus brokerage commission of $.10 per share will be automatically deducted
from your proceeds when your payment check is mailed.
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<PAGE> 10
SAFEKEEPING OF CERTIFICATES
- You may mail your stock certificates representing our common stock to the Plan
Administrator for deposit into your Plan account at any time. There is no
charge for this service. The shares will be maintained in book-entry form and
held in your Plan account. You may request stock certificates at any time for
the shares held in your Plan account. You may be charged a small fee if you
request stock certificates in connection with the termination of your
participation in the Plan. On the other hand, if you request stock
certificates but remain in the Plan, there will be no charge for this service.
TRANSFERRING SHARES
- You may transfer or make a stock gift from shares held in the Plan to another
person at any time and without charge. Please contact the Plan Administrator
for instructions. Individual accounts into which the transferred stock is
deposited will be maintained as an account desiring to reinvest cash dividends
unless the Plan Administrator is instructed to pay dividends in cash.
STATEMENTS AND FORMS
- The holder of each Plan account will receive a quarterly statement that
reflects all investment activity and all cash dividends paid and applied
toward reinvestment. Each time a purchase is made for you, the Plan
Administrator will send you a statement showing the details of the investment.
The statement is cumulative for the calendar year and you are advised to
retain statements to provide a complete history of your account activity. The
statement you receive will contain a tear-off stub that can be used for any
future Plan transactions you may desire. In addition, the automated telephone
system and the Internet site maintained by the Plan Administrator at
http://www.investpower.com can accept your
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<PAGE> 11
transaction instructions more conveniently and faster than instructions sent
by mail.
CONTACTING THE PLAN ADMINISTRATOR FOR INFORMATION
- American Stock Transfer & Trust Company, the Company's transfer agent, is the
Plan Administrator. You can contact them the following ways:
Automated
Telephone
Transaction
System: 1-877-253-6847
Internet: www.investpower.com
Mail: American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, NY 10005
Courier/
Messenger: American Stock Transfer & Trust
Company
Dividend Reinvestment
Department
6201 15th Avenue -- 3rd Floor
Brooklyn, NY 11219
Note: If you need to contact American Stock Transfer & Trust Company
regarding other matters, you may do so by calling 1-800-937-5449.
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<PAGE> 12
SUMMARY OF FEES:
- Investors are responsible for the small fees described in this prospectus. The
fees shown below will apply to each transaction in your account. Except as
described in this booklet, we will pay all costs of administering the Plan.
<TABLE>
<S> <C>
Purchase of shares
with initial
investment......... $2.50
Broker commission for
initial
investment......... $0.10 per share
Sale of shares....... $7.50
Termination fee --
issue
certificate........ $7.50
Termination fee --
sell shares........ $7.50
Broker commission for
sales.............. $0.10 per share
Issue certificate --
remain in Plan..... No Charge
</TABLE>
The payment of broker commissions by us is deemed additional dividend income to
you under Internal Revenue Service regulations and will be reported as such at
year-end on your Form 1099-DIV.
Please read this prospectus in full as this segment is a summary and does not
contain all information.
11
<PAGE> 13
HOW THE PLAN WORKS
1. How to get started and enroll:
a. If you already own at least one share of our common stock and it is
registered in your name on the stock transfer books maintained for us by
our transfer agent, simply fill out and sign the Enrollment Application
and mail it to the Plan Administrator using the postage pre-paid
envelope supplied with this prospectus.
b. If you do not currently own any shares of our common stock and are
investing for the first time, fill out the enclosed Enrollment
Application and mail it to the Plan Administrator using the postage
pre-paid envelope supplied with this prospectus. The initial purchase
must be at least $250 and not more than $10,000. A registration fee of
$2.50 and a brokerage fee of $0.10 per share would be charged by the
Plan Administrator for the initial purchase.
c. If you own shares of our common stock and it is held by a broker or bank
in their firm name, request that broker or bank to transfer your shares
into your name. You may not reinvest dividends through the Plan on
shares held in a "street name," which means that shares are held in the
name of the broker or bank. If you do not wish to transfer shares into
your name, you can still enroll and buy shares as instructed in "b"
above.
2. How to purchase additional shares:
- You can purchase additional shares of our common stock at any time by
making optional cash payments. Your optional cash payments are used to
purchase shares of our common stock in the open market for your account.
The frequency of the open market purchases is dependent upon the volume
of
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<PAGE> 14
investments under the Plan, but purchases will be made a minimum of once
weekly. No interest will be paid to investors on cash payments held
pending purchase by the Plan Administrator.
- You can make an optional cash investment when joining the Plan by
enclosing a check or money order with your Enrollment Application.
Thereafter, optional cash payments should be mailed with the tear-off
portion of your account statement mailed to you after a purchase is
completed by the Plan Administrator.
- For first-time investors or stockholders who do not have shares
registered in their name, the minimum initial investment is $250. For
existing investors who have shares already registered in their name, the
minimum investment is $25. The maximum investment for existing or new
investors is $10,000 per investment. There is no charge for any optional
cash purchases after the initial investment.
- New investors may call the Plan Administrator for an additional
Enrollment Application. The Enrollment Application may also be downloaded
from the Plan Administrator's Internet site (http://www.investpower.com)
and mailed or transmitted to the Plan Administrator directly on the
Internet.
- You may authorize the Plan Administrator, on the Enrollment Application,
to make automatic monthly purchases of a specified dollar amount of our
common stock, paid for by automatic withdrawal from your bank account by
electronic funds transfer. You may also sign up for monthly electronic
funds transfer by accessing the Plan Administrator's Internet site
http://www.investpower.com and following the instructions. Funds
generally will be withdrawn from your bank ac-
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<PAGE> 15
count on the 10th day of each month (or the next following day if the
10th is not a business day). All purchases will apply the total funds
toward shares, as both full shares and fractional shares (to three
decimal places) will be credited to your Plan account. To terminate
monthly purchases by automatic withdrawal, you must send the Plan
Administrator written, signed instructions.
- If a check submitted by you is returned to the Plan Administrator as
"unpaid", the Plan Administrator will resell the shares just purchased
with the funds from that check and liquidate additional shares, if
necessary, to reimburse itself for any fees or loss incurred when
reselling the shares from your account that are unpaid.
3. Must I reinvest dividends?
- No. Dividend reinvestment is an optional service offered by the Plan.
When you enroll in the Plan by filling out the Enrollment Application,
you must indicate whether you want the cash dividends on all or a portion
of your shares in stock certificate form (if any) reinvested. If you do
not indicate a preference, cash dividends on all shares held in stock
certificate form on each dividend record date will be reinvested.
Dividends on all shares held in your Plan account will be reinvested
unless you elect the "Cash Only" option regarding dividends.
- If you do not wish to enroll in the Plan or if you enroll in the Plan and
elect either the "Partial Reinvestment" or "Cash Only" option for your
cash dividends, you may elect to have your cash dividends directly
deposited by electronic funds transfer to your bank account. In order to
take advantage of this service, your bank or financial institution must
be a part of the "Automated Clearing House" (ACH). You must complete the
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<PAGE> 16
appropriate section on the Enrollment Application and send it to the Plan
Administrator.
4. How are my shares purchased?
- The Plan Administrator will apply dividend funds and/or cash payments
from all participants and combine them to purchase shares of our common
stock on the open market. The price per share cannot be determined prior
to the purchase. Purchase with dividend funds will be made commencing on
the dividend payment date. For optional cash payments, purchases are made
at least once a week depending on investment volume.
5. What is the price I will pay for shares?
- Since the Plan Administrator buys your shares in the open market, the
share price will be the average of all shares purchased for all
participants for a particular investment. The share price has the same
treatment whether purchasing for initial investors, purchasing for
current investors who send optional cash payments, or for the
reinvestment of dividends. If necessary, purchases may be made over
several days for a particular investment date.
6. How do I keep track of transactions in my account?
- The Plan Administrator will mail you quarterly statements reflecting your
account balance and all to-date activity for the year. In addition,
whenever there is a purchase in your account, an advice will be mailed to
serve as confirmation of purchase.
- You can also call the Plan Administrator and follow the instruction of
the automated telephone system. You can also speak to a customer service
representative by calling the same number during the Plan Administrator's
regular business hours. Be sure to
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<PAGE> 17
keep your plan statement for your permanent records and to utilize the
tear-off stub to initiate transactions by mail.
7. What is safekeeping of certificates?
- If you already own shares of our common stock in certificate form, you
may elect to deposit the certificates into your Plan account for
safekeeping with the Plan Administrator. There is no charge for this
service. The Plan Administrator will credit these shares to your Plan
account in book-entry form. You may request issuance of a certificate
from the Plan Administrator at any time.
- To deposit certificates with the Plan Administrator, send them via
registered mail and insure for 2% of the total value of the shares to
protect against loss in transit. Please include a letter of instructions
to deposit with the certificates.
8. How do I withdraw stock that is in my Plan account?
- You may request that the Plan Administrator issue a certificate for some
or all of the full shares held in your Plan account. Use the form on your
Plan statement, or use the automated telephone system, or access the Plan
Administrator's Internet site for the greatest convenience and speed. The
Plan Administrator will issue certificates in the name of the exact
registration name shown on your Plan account statements unless otherwise
instructed in writing. Certificates will be sent by first class mail,
generally within a few days after receiving your request. There is no
charge for this service unless you are terminating your participation in
the Plan at the same time (in which case a fee of $7.50 will apply).
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<PAGE> 18
9. How do I transfer shares to another person?
- Transfers can be made in book-entry form or certificates will be issued
and sent to the new owner by first class mail. If the former is selected,
you can transfer to a person who already has a Plan account, or you can
set up a new Plan account if the person does not have one. Follow the
steps below to complete your transaction.
- Call the Plan Administrator to request a Plan prospectus and Enrollment
Application. Complete the form providing the name, address and social
security number of the new participant.
- The completed Enrollment Application should be sent along with a written
request indicating the number of shares (full and fractional, if any)
which should be transferred to the new participant. All individuals in
the current Plan account must sign the instructions and their signatures
must be guaranteed by a bank, broker or financial institution that is a
member of the Medallion Signature Guarantee Program.
- Unless otherwise instructed on the Enrollment Application, the new Plan
account will have all dividends reinvested.
10. Can I sell shares in my account?
- You may instruct the Plan Administrator to sell some or all shares held
in your Plan account. Simply call the toll-free telephone number supplied
in this prospectus and access the automated telephone system with your
instructions. You may also complete and sign the tear-off portion of your
account statement and mail the instructions to the Plan Administrator. If
there is more than one individual owner named on the Plan account, all
participants must sign the tear-off portion of the account statement.
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<PAGE> 19
- As with purchases, the Plan Administrator aggregates all requests to sell
shares and then sells the total share amount on the open market through a
broker. Sales will be made no less than once a week and may be made daily
or as soon as practicable depending on participant demand. The selling
price will not be known until the sale is completed. The proceeds of the
sale, less an administrative fee of $7.50 and brokerage commission of
$.10 per share, will be sent to you by check within five business days
following the sale.
- Participants should be aware that the price may fluctuate during the
period between a request for sale, its receipt by the Plan Administrator
and the ultimate sale on the open market. Instructions sent to the Plan
Administrator may not be rescinded.
11. How do I close my account?
- You may withdraw from the Plan at anytime using the tear-off stub at the
bottom of your statement. Upon termination, a certificate for the full
shares held in your Plan account will be issued and any fractional share
held in your Plan account will be sold. You will receive a check for the
net proceeds less an administrative fee of $7.50 and $.10 per share
brokerage commission from the sale of any fractional share. If the stock
sold is insufficient to cover the administrative fee of $7.50, a check
will not be issued but you will not be billed for any additional fees.
- Alternatively, you may direct the Plan Administrator to sell any or all
of the shares in your account. Follow the sales procedure outlined in
Paragraph 10 above and the Plan Administrator will mail you a check for
the net proceeds less an administrative fee of $7.50 and $.10 per share
brokerage com-
18
<PAGE> 20
mission for the sale, and Form 1099B for income tax purposes.
- After your account is closed, cash dividends on any shares of our common
stock that you hold in certificate form will be sent to you at the
address you provide, or automatically deposited in your bank account in
accordance with your instructions. If you desire to continue dividend
reinvestment after you remove all of your shares, you may indicate so
when communicating your instructions to remove your Plan account share
balance.
TECHNICAL INFORMATION
ABOUT THE PLAN
STOCK DISTRIBUTIONS:
- Any stock dividends or stock split shares distributed on shares held by
the Plan Administrator for a participant in the Plan will be credited
directly into the participant's account. A certificate and, if
applicable, a check for the value of any fractional interest in a share,
will be issued on the shares held in stock certificate form registered in
the participant's name.
VOTING:
- Plan participants will vote all shares (full and fractional) held in
their Plan account. Each participant will receive a Notice of Annual
Meeting, a Proxy Statement, a proxy voting card and an Annual Report.
Shares in the Plan will not be voted if a properly executed proxy voting
card is not returned.
OTHER TERMS:
- We will reimburse the Plan Administrator for the printing and mailing of
the brochures and Enrollment Applications as well as tele-
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<PAGE> 21
phone expenses associated with Plan inquiries. Fees and expenses normally
associated with transfer agent functions will also be paid by us.
- The Plan Administrator will not be liable for any act performed in good
faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of (i) failure to
terminate a participant's account, sell shares in the Plan, or invest
optional cash payments without receipt of proper documentation and
instructions; (ii) with respect to the prices at which shares are
purchased or sold for the participant's account and the time such
purchases or sales are made, including price fluctuations in market value
before or after purchases or sales.
- If the total number of shares in the participant's account is less than
one share, any remaining fractional share will be sold and the account
will be closed. See above concerning the sale of shares for applicable
fees and commissions associated with selling of the fractional share.
- The Plan Administrator reserves the right to modify the Plan, including
the right to terminate the Plan upon notice to Plan participants. In
addition, the Plan Administrator reserves the right to interpret and
regulate the Plan as it deems necessary or desirable in connection with
its operation.
- The Plan is not for use by institutional investors or financial
intermediaries. The Plan shall be governed by and construed in accordance
with the laws of the State of New York. The signing and mailing of the
Enrollment Application shall constitute an offer by the participant to
establish an agency relationship with the Plan Administrator and be
20
<PAGE> 22
governed by the terms and conditions of the Plan.
CHANGES IN THE PLAN:
- We and the Plan Administrator, when in agreement, may change the terms of
this Plan, including applicable fees, or terminate the Plan at any time.
We will mail you a supplemental or revised prospectus before any material
changes in the Plan are effective.
ADDITIONAL INFORMATION ABOUT US
Corporate Headquarters:
Community Bank System, Inc.
5790 Widewaters Parkway
Dewitt, New York 13214
800/724-2262
315/445-2282
315/445-2997 (fax)
Web Site:
www.communitybankna.com
Stock Listing:
Our common stock is listed on the New York Stock Exchange under the
symbol CBU.
USE OF PROCEEDS
Because all of the shares being offered under the Plan will be purchased by
the Plan Administrator on the open market, we will not receive any proceeds from
the sale of those shares.
LEGAL MATTERS
The validity of the issuance of the common stock offered under the Plan
will be passed upon for
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us by Bond, Schoeneck & King, LLP, Syracuse, New York.
EXPERTS
Our consolidated financial statements as of December 31, 1998 and 1999, and
for each of the years in the three year period ended December 31, 1999, have
been incorporated by reference in this prospectus and the related registration
statement in reliance upon the report of PricewaterhouseCoopers LLP, independent
accountants and upon the authority of that firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or the SEC. You may
read and copy any document we file at the SEC's public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
also obtain copies of those documents from the SEC at prescribed rates for the
cost of copying by writing to the Public Reference Section of the SEC at the
same address. You may call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to the public at
the SEC's web site at http://www.sec.gov.
We filed a registration statement on Form S-3 to register with the SEC the
offer and sale of our common stock under the Plan. This prospectus is a part of
that registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.
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INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings we will make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended:
1. Our Annual Report on Form 10-K (File No. 0-11716) for the year ended
December 31, 1999, filed on March 30, 2000;
2. Our Quarterly Report on Form 10-Q (File No. 0-11716) for the quarter
ended March 31, 2000, filed on May 15, 2000;
3. Our Current Report on Form 8-K (File No. 0-11716) filed on February 25,
2000;
4. Our Proxy Statement on Schedule 14A for our 2000 Annual Meeting of
Stockholders filed on April 4, 2000; and
5. The description of the common stock contained in our registration
statement on Form 8-A (File No. 0-11716) filed on December 9, 1997.
You may request a copy of these filings, at no cost, by writing or
telephoning:
Community Bank System, Inc.
5790 Widewaters Parkway
DeWitt, New York 13214-1883
(315) 445-2282
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have authorized no
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one to provide you different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of the document.
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PART II:
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered hereby are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
Registration Fee...................... $ 1,758
Legal Fees*............................. 7,500
Accounting Fees*........................ 5,000
Transfer Agent and Registrar*........... 37,500
Printing, Postage and Handling
Expenses*............................. 5,000
Miscellaneous Expenses*................. 3,242
-------
Total*......................... $60,000
=======
</TABLE>
---------------
* Estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation.
The Registrant's By-laws provide indemnity to the Registrant's directors
and officers in such capacity or as directors or officers of a wholly-owned
subsidiary of the Registrant for liability resulting from judgments, fines,
expenses or settlement amounts actually and reasonably incurred in connection
with any action brought against such person in such capacity to the fullest
extent and in the manner set forth in and permitted by the Delaware General
Corporation Law, and any other applicable law, as from time to time in effect.
Under Delaware law and the By-laws, no indemnification may be provided for any
person with respect to any matter as to which he or she shall have been
adjudicated in any proceeding not to have acted in good faith in the
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reasonable belief that his or her action was in the best interests of the
Registrant or of such subsidiary.
In addition, as permitted under Delaware law, the Registrant maintains
liability insurance covering directors and officers of the Registrant and its
subsidiaries.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
5.1 Opinion of Bond, Schoeneck & King, LLP
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of Bond, Schoeneck & King, LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (included in signature
page)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes 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 Section 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.
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, unenforce-
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able. 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
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.
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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-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned thereunto
duly authorized, in DeWitt, New York on this 5th day of July, 2000.
COMMUNITY BANK SYSTEM, INC.
By: /s/ SANFORD A. BELDEN
-----------------------------------------------------
Name: Sanford A. Belden
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints each of Sanford
A. Belden and David G. Wallace, severally, acting alone and without the other,
his true and lawful attorney-in-fact with the authority to execute in the name
of each such person, any and all amendments (including without limitation,
post-effective amendments) to this Registration Statement on Form S-3, to sign
any and all additional registration statements relating to the same offering of
securities as this Registration Statement that are filed pursuant to Rule 462(b)
of the Securities Act, and to file such registration statements with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, necessary or advisable to enable the registrant to comply
with the Securities Act, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, which amendments may make
such other changes in the Registration State-
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ment as the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ SANFORD A. BELDEN Director, President July 5, 2000
----------------------- and Chief
Sanford A. Belden Executive Officer
(Principal Executive
Officer)
/s/ DAVID G. WALLACE Treasurer July 5, 2000
----------------------- (Principal Financial
David G. Wallace Officer)
/s/ CHARLES M. ERTEL Assistant Treasurer July 5, 2000
----------------------- (Principal Accounting
Charles M. Ertel Officer)
/s/ JOHN M. BURGESS Director July 5, 2000
-----------------------
John M. Burgess
/s/ RICHARD C. CUMMINGS Director July 5, 2000
-----------------------
Richard C. Cummings
/s/ WILLIAM M. DEMPSEY Director July 5, 2000
-----------------------
William M. Dempsey
/s/ NICHOLAS A. DICERBO Director July 5, 2000
-----------------------
Nicholas A. Dicerbo
/s/ JAMES A. GABRIEL Director July 5, 2000
-----------------------
James A. Gabriel
/s/ LEE T. HIRSCHEY Director July 5, 2000
-----------------------
Lee T. Hirschey
/s/ DAVID C. PATTERSON Director July 5, 2000
-----------------------
David C. Patterson
/s/ WILLIAM N. SLOAN Director July 5, 2000
-----------------------
William N. Sloan
</TABLE>
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