UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 31, 2006
Community Bank System, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-13695 16-1213679
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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(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 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As part of a previously announced succession plan, Community Bank System,
Inc. ("CBSI") and Community Bank, N.A. ("CBNA") have entered into a consulting
agreement with retired President and Chief Executive Officer Sanford A. Belden
dated as of July 31, 2006. Pursuant to the Consulting Agreement, Mr. Belden will
act as a consultant to CBSI and CBNA for a three year period ending on July 31,
2009. In exchange for his consulting services, Mr. Belden will be paid a monthly
retainer of $4,000. A copy of the Consulting Agreement is attached hereto as
Exhibit 10.1 and is incorporated into this Item 1.01 disclosure by reference.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As part of a previously announced succession plan, effective as of July 31,
2006, Sanford A. Belden has retired from the positions of President and Chief
Executive Officer of CBSI and CBNA.
Succeeding Mr. Belden as President and Chief Executive Officer of CBSI and CBNA
effective as of August 1, 2006, is Mark E. Tryniski, currently CBSI's Executive
Vice President and Chief Operating Officer. Mr. Tryniski, age 46, has served as
CBSI's Executive Vice President and Chief Operating Officer since February 2004.
From June 2003 to February 2004, Mr. Tryniski served as CBSI's Chief Financial
Officer. Prior to joining CBSI in June 2003, Mr. Tryniski was a partner with
PricewaterhouseCoopers, with a particular focus on companies with banking and
financial services sectors.
Further details are contained in the press release attached hereto as Exhibit
99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The following Exhibits are filed as exhibits to this Form 8-K.
Exhibit No. Description
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10.1 Consulting Agreement, dated July 31, 2006, among Community
Bank System, Inc., Community Bank, N.A., and Sanford A.
Belden.
99.1 Press Release, dated August 1, 2006.
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/ Mark E. Tryniski
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Name: Mark E. Tryniski
Title: President and Chief Executive Officer
Dated: August 2, 2006
EXHIBIT INDEX
Exhibit No. Description
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10.1 Consulting Agreement, dated July 31, 2006, among Community
Bank System, Inc., Community Bank, N.A., and Sanford A. Belden
attached hereto.
99.1 Press Release, dated August 1, 2006.