Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 15 2017 - 5:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
No. 333-151425
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
No. 333-151424
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
No. 333-34869
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
No. 333-34871
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT
No. 333-18845
UNDER THE SECURITIES ACT OF 1933
MERCHANTS BANCSHARES, INC.
(Community Bank System, Inc. as successor
by merger to Merchants Bancshares, Inc.)
(Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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03-0287342
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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275 Kennedy Drive
South Burlington, Vermont 05403
(802) 658-3400
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Merchants Bancshares, Inc. and Subsidiaries
2008 Compensation Plan for Non-Employee Directors and Trustees
Merchants Bancshares, Inc. 2008 Stock Option
Plan
Merchants Bancshares, Inc. 1996 Compensation Plan for Non-Employee Directors
Merchants Bancshares, Inc. Long-Term Incentive
Stock Option Plan
Merchants Bancshares, Inc. Executive Employment
Agreements
(Full title of the plan)
Mark E. Tryniski
c/o Community Bank System, Inc.
President and Chief Executive Officer
Community Bank System, Inc.
5790 Widewaters Parkway
DeWitt, New York 13214
(315) 445-2282
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Andrew P. Alin, Esq.
Cadwalader, Wickersham & Taft
LLP
200 Liberty Street
New York, New York 10281
(212) 504-6000
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George J. Getman, Esq.
EVP and General Counsel
Community Bank System, Inc.
5790 Widewaters Parkway
DeWitt, New York 13214
(315) 445-2282
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
x
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Non-Accelerated Filer
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Smaller Reporting Company
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Emerging Growth Company
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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 7(a)(2)(B) of the Securities Act.
¨
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective
Amendments”) remove from registration all securities registered under the following Registration Statements on Form S-8 (collectively,
the “Registration Statements”) filed by Merchants Bancshares, Inc., a Delaware corporation (the “Company”),
with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the securities offered
under certain employee benefit and equity plans and agreements.
Registration No.
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Date Filed with SEC
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Name of Equity Plan or Agreement
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333-151425
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June 4, 2008
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Merchants Bancshares, Inc. and Subsidiaries 2008 Compensation Plan for Non-Employee Directors and Trustees
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333-151424
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June 4, 2008
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Merchants Bancshares, Inc. 2008 Stock Option Plan
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333-34869
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September 3, 1997
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Merchants Bancshares, Inc. 1996 Compensation Plan for Non-Employee Directors
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333-34871
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September 3, 1997
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Merchants Bancshares, Inc. Long-Term Incentive Stock Option Plan
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333-18845
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December 27, 1996, amended on March 25, 1997
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Merchants Bancshares, Inc. Executive Employment Agreements
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On May 12, 2017, pursuant to the terms of
the Agreement and Plan of Merger, dated as of October 22, 2016, by and between Community Bank System, Inc., a Delaware corporation
(“Community Bank System”), and the Company, the Company merged with and into Community Bank System as the surviving
corporation (the “Merger”), whereupon the separate corporate existence of the Company ceased.
As a result of the Merger, any and all offerings
of securities registered pursuant to the Registration Statements have been terminated. In accordance with undertakings made by
the Company in the Registration Statements to remove from registration by means of post-effective amendments any of the securities
that remain unsold at the termination of the offerings, Community Bank System, as successor to the Company, hereby terminates the
effectiveness of the Registration Statements and removes from registration the securities registered, but not sold as of the date
hereof, under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of DeWitt, State of New York, on May 15, 2017.
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COMMUNITY BANK SYSTEM, INC. (as successor by merger to Merchants Bancshares, Inc.)
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By:
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/s/ George J. Getman
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George J. Getman
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EVP and General Counsel
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*Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
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