0000723188 false COMMUNITY BANK SYSTEM, INC. 0000723188 2020-05-18 2020-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): May 19, 2020

(Exact name of registrant as specified in its charter)

Delaware | 001-13695 | 16-1213679
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification
incorporation) |  | 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:

| x | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $1.00 par value per share | CBU | New York Stock Exchange

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 7.01 | Regulation FD Disclosure.

On May 19, 2020, Community Bank System, Inc. (the “Company”) made available a presentation which it plans to use during future meetings with investors, analysts, and Shareholders, including those attending the Annual Meeting of Shareholder to be held virtually on May 20, 2020. The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The presentation is also available in the Investor Presentation and Reports section of the Company’s Investor Relations website at www.cbna.com.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

| Item 9.01 | Financial Statements and Exhibits

| (a) | Not applicable.

| (b) | Not applicable.

| (c) | Not applicable.

| (d) | Exhibits.

Exhibit No. | Description
99.1 | Company Performance Summary, dated May 20, 2020
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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.
| By: | /s/ Joseph E. Sutaris
| Name: Title: | Joseph E. Sutaris EVP and Chief Financial Officer

Dated: May 19, 2020

EXHIBIT INDEX

Exhibit No. | Description
99.1 | Company Performance Summary, dated May 20, 2020
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)