SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NBT BANCORP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14703 16-1268674
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(State of incorporation Commission File No. (I.R.S. Employer
or organization) Identification No.)
52 South Broad Street, Norwich, New York 13815
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(Address of principal executive offices and 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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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value, $1.00 Stated Value Per Share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On November 22, 1999, the Registrant's Board of Directors approved an
amendment to the Registrant's Certificate of Incorporation (the "Amendment"),
declaring its advisability, and directed that the Amendment be considered by the
Registrant's stockholders at the Registrant's special meeting of stockholders,
scheduled for February 17, 2000. The Amendment changes the par value of the
Registrant's common stock from no par value, $1.00 stated value per share to
$.01 par value per share. At the special meeting held on February 17, 2000, at
which a quorum was present, a majority of the outstanding shares of the
Registrant's common stock entitled to vote on the Amendment adopted the
Amendment. On February 17, 2000, the Registrant filed a Certificate of Amendment
to the Registrant's Certificate of Incorporation with the Secretary of State of
the State of Delaware, upon which filing the Amendment became effective.
In all respects other than par value, the rights and privileges of the
Registrant's common stock remain as they were prior to adoption of the
Amendment, which we summarize as follows:
Under Delaware law, stockholders generally are not personally liable
for a corporation's acts or debts. Subject to the preferential rights of any
other shares or series of capital stock, holders of shares of the Registrant's
common stock are entitled to receive dividends on shares of common stock if, as
and when authorized and declared by the Registrant's Board out of funds legally
available for dividends and to share ratably in the assets of the Registrant
legally available for distribution to its stockholders in the event of its
liquidation, dissolution or winding-up after payment of, or adequate provision
for, all known debts and liabilities of the Registrant.
Each outstanding share of the Registrant's common stock entitles the
holder to one vote on all matters submitted to a vote of stockholders, including
the election of directors. Unless a larger vote is required by law, the
Registrant's certificate of incorporation or the Registrant's bylaws, when a
quorum is present at a meeting of stockholders, a majority of the votes properly
cast upon any question other than the election of directors shall decide the
question, and with regard to elections of directors, a plurality of the votes
properly cast for the election of a person to serve as a director shall elect
such person. Except as otherwise required by law or except as provided with
respect to any other class or series of capital stock, the holders of the
Registrant's common stock possess the exclusive voting power. There is no
cumulative voting in the election of directors. The Registrant's Board is
divided into three classes with each class as nearly equal in number as
possible. This means that one-third of the members of the Registrant's Board are
subject to reelection at each annual meeting of stockholders.
Holders of the Registrant's common stock have no conversion, sinking
fund or redemption rights, or preemptive rights to subscribe for any of the
Registrant's classes of stock.
All shares of the Registrant's common stock have equal dividend,
distribution, liquidation and other rights, and have no preference, appraisal or
exchange rights.
<PAGE>
Item 2. Exhibits.
3.1 Certificate of Amendment of Certificate of Incorporation of
NBT Bancorp Inc., as filed with the Secretary of State of
the State of Delaware on February 17, 2000 (filed herewith)
<PAGE>
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.
NBT BANCORP INC.
By: /s/ Michael J. Chewens
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Michael J. Chewens
Executive Vice President and Chief
Financial Officer
Date: February 24, 2000
EXHIBIT INDEX
3.1 Certificate of Amendment of Certificate of Incorporation of NBT
Bancorp Inc., as filed with the Secretary of State of the State of
Delaware on February 17, 2000 (filed herewith)
EXHIBIT 3.1
Certificate of Amendment of Certificate of Incorporation of
NBT Bancorp Inc., as filed with the Secretary of State of the State of Delaware
on February 17, 2000
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NBT BANCORP INC.
NBT Bancorp Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that the amendment to the Certificate of
Incorporation of the Corporation set forth below was duly adopted in accordance
with Section 242 of the Delaware General Corporation Law.
Article FOURTH of the Certificate of Incorporation of the Corporation
is hereby amended to read in its entirety as follows:
FOURTH: The total number of shares of all classes of capital
stock which the Corporation shall have the authority to issue
is Seventeen Million Five Hundred Thousand (17,500,000) shares
consisting of Fifteen Million (15,000,000) shares of Common
Stock, par value $.01 per share and Two Million Five Hundred
Thousand (2,500,000) shares of Preferred Stock, par value $.01
per share.
Each share of Common Stock having no par value, stated value
$1.00 per share ("Existing Common Stock") outstanding on the
effective date of the amendment including this paragraph shall
be reclassified as and changed into one share of Common Stock,
par value $.01 per share ("New Common Stock"), upon the
effectiveness of such amendment. The certificates that prior
to the effectiveness of such amendment represented Existing
Common Stock shall remain outstanding and shall thereafter
represent the shares of New Common Stock into which the shares
of Existing Common Stock have been reclassified as provided
herein.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its duly authorized officer this 17th day of February, 2000.
NBT BANCORP INC.
By: /s/ John D. Roberts
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Name: John D. Roberts
Title: Senior Vice President and Secretary
