Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 22, 2019




(Exact name of registrant as specified in its charter)


Delaware 001-13695 16-1213679
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


5790 Widewaters Parkway, DeWitt, New York 13214
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (315) 445-2282


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 8.01Other Events


On January 22, 2019, Community Bank System, Inc. (“Community Bank System”) and Kinderhook Bank Corp. (“Kinderhook”) issued a joint press release announcing that they have entered into a definitive agreement under which Community Bank System will acquire Kinderhook. Copies of the joint press release and investor presentation with respect to the proposed transaction are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each is incorporated by reference into this Current Report on Form 8-K.


Item 9.01Financial Statements and Exhibits


(d) Exhibits


99.1Joint Press Release, dated January 22, 2019, issued by Community Bank System and Kinderhook.


99.2Investor Presentation.




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 hereunto duly authorized.



  Community Bank System, Inc.  
  By:   /s/ George J. Getman  
  Name:   George J. Getman  
  Title:   EVP and General Counsel  



Dated: January 22, 2019