form8-k.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): April 8, 2014

PATHFINDER BANCORP, INC.
(Exact name of Registrant as specified in its charter)


Federal
  
000-23601
  
16-1540137
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)

214 West First Street, Oswego, NY
  
13126
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code:                                                                                     315-343-0057

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 (see General Instruction A.2. below):

[ 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))
   
 
 
Item 8.01                      Other Events

On April 8, 2014, the Boards of Directors of Pathfinder Bancorp, MHC (the “Mutual Holding Company”), Pathfinder Bancorp, Inc. (the “Company”), and Pathfinder Bank (the “Bank”) each unanimously adopted the Plan of Conversion and Reorganization of the Mutual Holding Company (the “Plan”) pursuant to which the Mutual Holding Company will undertake a “second-step” conversion and cease to exist. The Bank will reorganize from a two-tier mutual holding company structure to a fully public stock holding company structure. At December 31, 2013, the Mutual Holding Company owned approximately 60.4% of the shares of common stock of the Company.

Pursuant to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (the “New Holding Company”), (ii) the shares of common stock of the Company held by persons other than the Mutual Holding Company (whose shares will be canceled) will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve approximately the same percentage ownership interests of such persons, as adjusted for the assets of the Mutual Holding Company (excluding shares purchased in the stock offering described below and cash received in lieu of fractional shares), and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Mutual Holding Company in a subscription offering.  The Plan is subject to regulatory approval as well as the approval of the depositors of the Bank and the Company’s stockholders (including the approval of a majority of the Company’s outstanding shares of common stock held by persons other than the Mutual Holding Company).

Shares not subscribed for in the subscription offering would be available for sale in a community offering and, if necessary, in a syndicated community offering or firm commitment underwritten public offering.  The number and price of shares to be sold in the offering and the exchange ratio for current stockholders of the Company will be based on an independent appraisal.

The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 to this Form 8-K and which is incorporated herein by reference.

The Company announced the adoption of the Plan in a press release dated April 9, 2014.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.
Description
   
2.1
Plan of Conversion and Reorganization of Pathfinder Bancorp, MHC, dated April 8, 2014
   
99.1
Press Release dated April 9, 2014


 
 
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.

   
PATHFINDER BANCORP, INC.
 
 
 
DATE: April 9, 2014
By:
/s/ Thomas W. Schneider                                                              
   
Thomas W. Schneider
   
President and Chief Executive Officer