1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 23, 1995
SUFFOLK BANCORP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-13580 11-2708279
- ------------------------ ------------------------------------------------
Commission File Number (IRS Employer Identification No.)
6 West Second St., Riverhead, New York 11901
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(516) 727-2700
-----------------------------
Registrant's Telephone Number
Page 1 of 6
2
Item 5. Other Events.
On October 23, 1995, the Board of Directors of Suffolk Bancorp (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, par value $5.00 per share (the
"Common Shares"), of the Company. The dividend is payable on November 2, 1995
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one-half of a Common
Share of the Company at a price of $70 per one-half share, or $140 per full
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and American Stock Transfer & Trustco, as Rights Agent (the
"Rights Agent").
Until the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (a "Twenty Percent Acquiring
Person") have acquired beneficial ownership of 20% or more of the outstanding
Common Shares, (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person or group of
affiliated persons becomes a Twenty Percent Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), or (iii) under
certain circumstances, after such time as a person or group of affiliated or
associated persons (a "Ten Percent Acquiring Person") have acquired beneficial
ownership of 10% or more of the outstanding Common Shares, the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a copy of the Summary
of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such
Page 2 of 6
3
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on October 23, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the
then-current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants (other
than those referred to above).
In the event that, after any person has become a Ten Percent Acquiring
Person, the Company is acquired by such Ten Percent Acquiring Person in a merger
or other business combination transaction or 50% or more of its consolidated
assets or earning power are sold to such Ten Percent Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of such Ten Percent
Acquiring Person which at the time of such transaction will have a market value
of two times the exercise price of the Right (the "Flip-Over Provision"). In the
event that any person becomes a Twenty Percent Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Twenty Percent Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the Right
(the "Flip-In Provision").
At any time after any person or group becomes a Twenty Percent
Acquiring Person and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or
Page 3 of 6
4
group which will have become void), in whole or in part, at an exchange ratio
of one-half of a Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 10% or more of the outstanding
Common Shares, and under certain circumstances after the acquisition by a person
or group of affiliated or associated persons of beneficial ownership of 10% or
more (but less than 20%) of the outstanding Common Shares, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time on such basis with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person or group of affiliated or associated persons
becomes a Ten Percent Acquiring Person no such amendment may adversely affect
the benefits and protections intended to be afforded the holders of Rights under
the Flip-Over Provision, and after such time as any person or group of
affiliated or associated persons becomes a Twenty Percent Acquiring Person no
such amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement, dated as of October 23, 1995, between the Company
and American Stock Transfer & Trustco, as Rights Agent, specifying the terms of
the Rights and the form of press release announcing the declaration of the
Rights are attached hereto as an exhibit and are incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
Page 4 of 6
5
Item 6. Exhibits.
1.1 Rights Agreement, dated as of October 23, 1995,
between Suffolk Bancorp and American Stock Transfer &
Trustco which includes the form of Right Certificate
as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B.
1.2 Form of press release dated October 23, 1995.
Page 5 of 6
6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: October 24, 1995
SUFFOLK BANCORP
By /s/ Edward J. Merz
----------------------------
Name: Edward J. Merz
Title: President and
Chief Executive Officer
Page 6 of 6
7
EXHIBIT LIST
Page No.
--------
1.1 Rights Agreement, dated as of October 23, 1995, between Suffolk Bancorp
and American Stock Transfer & Trustco which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Shares as Exhibit B.
1.2 Form of press release dated October 23, 1995.