form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) March 26, 2009
NBT
BANCORP INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-14703
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16-1268674
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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52 South Broad Street, Norwich, New
York
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13815
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (607)
337-2265
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On March
26, 2009, NBT Bancorp Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc.
(the “Underwriter”), in connection with the public offering (the “Offering”) of
1,576,230 shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”). Pursuant to the Underwriting Agreement, the Company granted the
Underwriter an option to purchase an additional 236,434 shares of Common Stock
to the extent necessary to cover overallotments. The overallotment option
expires 30 days from the date of the Underwriting Agreement. The closing of the
Offering is expected to occur on April 1, 2009. A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. A copy of the press release announcing the
pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
On March
26, 2009, the Company filed with the Securities and Exchange Commission a
prospectus supplement (the “Prospectus Supplement”) to the base prospectus
contained in our effective shelf registration statement (Reg. No. 333-158197)
(the “Registration Statement”) relating to the Offering. Exhibits 5.1 and 23.1
attached to this Current Report on Form 8-K are incorporated by reference into
the Prospectus Supplement and the Registration Statement.
On March
27, 2009, the Company issued a press release announcing that the Company has
been added to the Standard & Poor’s SmallCap 600 Index, a copy of which is
filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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The
following Exhibits are filed with this Current Report:
Exhibit No.
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Description
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1.1
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Underwriting
Agreement, dated March 26, 2009, by and among the Company and Keefe,
Bruyette & Woods, Inc.
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5.1
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Opinion
of Hogan & Hartson L.L.P. regarding the legality of the securities
offered
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23.1
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Consent
of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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99.1
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Press
release dated March 26, 2009
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99.2
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Press
release dated March 27,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
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NBT
BANCORP INC.
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Date:
March 31, 2009
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By:
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/s/ Michael J. Chewens
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Michael
J. Chewens
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Senior
Executive Vice President,
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Chief
Financial Officer and Corporate Secretary
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EXHIBIT
INDEX
Exhibit No.
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Description
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Underwriting
Agreement, dated March 26, 2009, by and among the Company and Keefe,
Bruyette & Woods, Inc.
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Opinion
of Hogan & Hartson L.L.P. regarding the legality of the securities
offered
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23.1
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Consent
of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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Press
release dated March 26, 2009
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Press
release dated March 27,
2009
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