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): September 24, 2014
PATHFINDER BANCORP, INC.
(Exact name of Registrant as specified in its charter)
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Maryland
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333-196676
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To Be Applied For
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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214 West First Street, Oswego, NY
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13126
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
Pathfinder Bancorp, Inc., a Maryland corporation (the “Registrant”) is the proposed stock holding company for Pathfinder Bank (the “Bank”) resulting from the “second-step” conversion of the Bank from the mutual holding company structure to the stock holding company structure (the “Conversion”). Upon consummation of the Conversion, the Registrant will own all of the issued and outstanding shares of the Bank’s common stock. As part of the Conversion, shares of the Registrant’s common stock will be issued and sold in an offering to certain depositors and possibly other members of the public. Shares will also be issued in exchange for the currently issued and outstanding shares of Pathfinder Bancorp, Inc., a federal corporation (the current mid-tier holding company for the Bank, “Pathfinder-Federal”) held by persons other than Pathfinder Bancorp, MHC. The Registrant filed a registration statement on Form S-1 (File No.333-196676) with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on August 12, 2014.
A copy of Pathfinder-Federal’s Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 13, 2014, is filed as Exhibit 99.1 hereto and incorporated herein by reference. The information included in Exhibit 99.1 and incorporated into this report is for Pathfinder Federal. Separate financial statements for the Registrant have not been included in this report because the Registrant has not issued any shares and has engaged only in organizational activities to date, and has no significant assets, contingent or other liabilities, revenues or expenses.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit
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99.1
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Form 10-Q for the quarter ended June 30, 2014, of Pathfinder Bancorp, Inc., a federal corporation (Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2014, of Pathfinder Bancorp, Inc. (File No. 001-23601) filed with the SEC on August 13, 2014).
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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.
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PATHFINDER BANCORP, INC.
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DATE: September 24, 2014
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By:
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/s/ Thomas W. Schneider
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Thomas W. Schneider
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President and Chief Executive Officer
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