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): November 24, 2008
 COMMUNITY
BANK SYSTEM, INC. |
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-13695
|
16-1213679
|
| (State or other jurisdiction of incorporation) |
(Commission File
Number)
|
(I.R.S. Employer
Identification No.)
|
| 5790 Widewaters Parkway, DeWitt, New York |
13214-1883
|
|
|
(Address of
principal executive offices)
|
(Zip
Code)
|
(315)
445-2282
(Registrant's
telephone number, including area code)
_________________________________
(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 Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02(d) Appointment of
Directors.
Community
Bank System, Inc. (“Company”) announced that its Board of Directors increased
the size of the Company’s Board and appointed two new independent directors to
the Company’s Board at a meeting on November 18, 2008 based upon the
recommendation of the Nominating and Corporate Governance
Committee. The appointment of James W. Gibson, Jr., CPA and James A.
Wilson, CPA, CFE to the Board will be effective January 1,
2009. The Company’s Nominating and Corporate Governance Committee had
reviewed candidates who would meet the independence standards of the New York
Stock Exchange and enhance the level of certain identified skills and
experience on the Board before recommending the appointment of the new
directors.
Mr.
Gibson recently served as a Partner in KPMG, LLC, a global network of
professional services firms providing audit, tax and advisory services, in New
York City. During his more than 35 year career with KPMG, he was
responsible for audit and financial service oversight for the Firm’s world-wide,
national and regional banking and financial service clients. Gibson
is a Certified Public Accountant and has memberships with numerous professional
organizations, including the American Institute of Certified Public Accountants,
the Community Banker's Association of New York State and the Independent Bankers
Association of New York. He earned a bachelor’s degree in accounting
from the University of Florida.
Mr.
Wilson served as a Partner for Parente Randolph, LLC, one of the top 35
accounting and consulting firms in the United States, in its Wilkes-Barre, PA
office through April 2008. He previously served as Director for the
School of Accounting for the International Correspondence School in Scranton,
PA. He is a member of the American Institute of Certified Public
Accountants, Association of Certified Fraud Examiners, and Pennsylvania
Institute of Certified Public Accountants where he chaired the Financial
Institution Committee. He earned a bachelor’s degree and MBA in
accounting from The University of Scranton.
The
appointment of the new directors is not subject to any arrangement or
understanding between the new directors and any other person. At this
time, committee memberships have not been determined; however, based upon their
independence and status as financial experts, the new directors will be
considered for membership on the Company’s Audit Committee. The
Company is not aware of any related party transactions as defined in Item 404(a)
of Regulation S-K that exist with respect to the new directors.
In
addition, the Company’s wholly-owned banking subsidiary, Community Bank, NA,
announced that it has appointed five new directors to its Board. Mark
E. Bolus, Neil E. Fesette, Edward S. Mucenski, John Parente and John F. Whipple
will join the Bank’s Board effective January 1, 2009.
A press
release announcing the appointment of the new directors is attached hereto as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
The
following exhibit is filed as a part of this report:
Exhibit
No. Description
99.1 Press
Release, dated November 24, 2008, announcing appointment of two new independent
directors.
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:
November 24, 2008
|
s/ Mark E.
Tryniski
|
| Mark E. Tryniski | |
| President and Chief Executive Officer |
EXHIBIT
INDEX
|
Exhibit
No.
|
Description |
|
99.1
|
Press
Release, dated November 24, 2008, announcing appointment of
two
|
| new independent auditors. |