AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1998
REGISTRATION NO. 333-57259
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CNY FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6035 REQUESTED
(State or Other (Primary Standard (I.R.S.
Jurisdiction Industry Employer
of Incorporation or Classification Code Identification
Organization) Number) No.)
1 NORTH MAIN STREET, CORTLAND, NEW YORK 13045
TEL. NO. (607) 756-5643
(Address, Including Zip Code, and Telephone Number, Including
Area Code, or Registrant's Principal Executive Offices)
WESLEY D. STISSER, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORTLAND SAVINGS BANK
1 NORTH MAIN STREET, CORTLAND, NEW YORK 13045
(607) 756-5643
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
--------------------------
PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
JAY L. HACK, ESQ.
CLIFFORD S. WEBER, ESQ.
Serchuk & Zelermyer, LLP
81 Main Street, White Plains, New York 10601
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED BE REGISTERED OFFERING PRICE OFFERING PRICE(1) REGISTRATION FEE
Common Stock, $0.01 Par Value............... 8,262,318 $10.00 $82,623,180 $25,035(2)
Interests in Cortland Savings Bank 401(k)
Savings Plan.............................. N/A(3) N/A N/A N/A(3)
(1) Estimated to calculate the registration fee. Includes shares to be donated
to a charitable foundation as described in the Prospectus filed pursuant to
Rule 424(b)(3) dated August 12, 1998.
(2) Previously paid with the filing of Form S-1 on June 19, 1998.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described in the Prospectus Supplement. In accordance with Rule 457(h)(2),
no separate fee calculation is made for plan interests.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PURPOSE OF POST-EFFECTIVE AMENDMENT NO. 2
The purpose of this Post-Effective Amendment No. 2 is to remove from
registration 2,905,656 shares of common stock, par value $.01 per share, of CNY
Financial Corporation (which was included in the aggregate amount of 8,262,318
shares of common stock registered on Form S-1 on June 19, 1998), which remained
unsold at the termination of the subscription and community offerings of such
common stock in connection with the conversion of Cortland Savings Bank from the
mutual to stock form, as more fully described in the Prospectus dated August 12,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Cortland, State of New York, on October 26, 1998.
CNY FINANCIAL CORPORATION
By: /s/ WESLEY D. STISSER, JR.
-----------------------------------------
Wesley D. Stisser, Jr.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(duly authorized officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
President, Chief Executive
/s/ WESLEY D. STISSER, JR. Officer and Director
- ------------------------------ (Principal Executive October 26, 1998
Wesley D. Stisser, Jr. Officer)
Executive Vice President
/s/ STEVEN A. COVERT and Chief Financial
- ------------------------------ Officer October 26, 1998
Steven A. Covert (Principal Financial and
Accounting Officer)
/s/ WESLEY D. STISSER, JR. As Attorney for named
- ------------------------------ directors
Wesley D. Stisser, Jr., as
attorney for *Directors Donald
P. Reed, Patrick J. Hayes, October 26, 1998
M.D., Harvey Kaufman, Joseph
H. Compagni, Robert S. Kashdin
and Terrance D. Stalder
- ------------------------
* Pursuant to Powers of Attorney previously filed as Exhibit 24.1 to the
Registration Statement on Form S-1.