UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 31, 2005
COMMUNITY BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13695 16-1213679
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
5790 Widewaters Parkway, DeWitt, New York 13214-1883
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5.00 Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Community Bank System, Inc. ("CBSI") reported in a Current Report on Form
8-K dated December 2, 2005 ("Report") that Sanford A. Belden, the President and
Chief Executive Officer of CBSI and its subsidiary, Community Bank, N.A.
("CBNA"), had elected to retire from his current management positions effective
as of July 31, 2006. Following his retirement, Mr. Belden will continue to serve
as a director and Vice Chair of CBSI's Board of Directors, and he will chair a
newly created Board Committee focused on growth and acquisition initiatives and
related integration activities. As part of its succession plan, the Board
announced that Mark E. Tryniski, Executive Vice President and Chief Operating
Officer of CBSI, will become President and CEO of CBSI and CBNA effective upon
Mr. Belden's retirement date. The Report indicated that a copy of the amended
Employment Agreements for Messes. Belden and Tryniski, as well as amended
agreements for James A. Wears, and Michael A. Patton, who have announced they
will be retiring as of December 31, 2005, also consistent with its succession
plan, would be filed as an amendment to the Report.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed as a part of this report:
Exhibit No. Description
10.28 Addendum to Employment Agreement, dated December 1, 2005, by
and between Community Bank System, Inc., Community Bank, N.A.,
and Sanford A. Belden.
10.29 Employment Agreement, dated December 1, 2005, by and between
Community Bank System, Inc., Community Bank, N.A. and Mark E.
Tryniski.
10.30 Separation Agreement by and between Community Bank System,
Inc., Community Bank, N.A., and James A. Wears, effective
December 31, 2005.
10.31 Separation Agreement by and between Community Bank System,
Inc., Community Bank, N.A., and Michael A. Patton, effective
December 31, 2005.
SIGNATURES
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.
Date: January 6, 2006 /s/ Sanford A. Belden
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Sanford A. Belden, President, Chief
Executive Officer and Director
Date: January 6, 2006 /s/ Scott A. Kingsley
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Scott A. Kingsley, Executive Vice
President and Chief Financial Officer