8-K
Generations Bancorp NY, Inc. (GBNY)
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): January 14, 2021
GENERATIONSBANCORP NY, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-39883 | 85-3659943 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 20 East Bayard Street, Seneca Falls, New York | 13148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (315) 568-5855
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):
| ¨ | Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Common stock, $0.01 par value per share | GBNY | The Nasdaq Stock Market, LLC |
|---|---|---|
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
|---|
On January 14, 2021, Generations Bancorp NY, Inc. (the “Company”) (Nasdaq: GBNY), the holding company of Generations Bank, issued a press release to provide additional information to record holders of the Company’s common stock with respect to the exchange of shares of the common stock of Seneca-Cayuga Bancorp, Inc., the former holding company of Generations Bank. For additional information, reference is made to the press release dated January 14, 2021, which is attached as an exhibit hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 Press Release dated January 14, 2021 |
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.
| GENERATIONS BANCORP NY, INC. | ||
|---|---|---|
| DATE: January 14, 2021 | By: | /s/ Menzo D. Case |
| Menzo D. Case | ||
| President and Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Menzo D. Case
President and Chief Executive Officer
Generations Bancorp NY, Inc.
Tel. (315) 568-5855
Generations Bancorp NY, Inc. ProvidesAdditional Information With Respect to the Exchange of Shares of Seneca-Cayuga Bancorp, Inc.
Seneca Falls, New York; January 14, 2021: Generations Bancorp NY, Inc. (“Generations Bancorp”) (Nasdaq: GBNY), the new stock holding company of Generations Bank (the “Bank”), provided additional information today with respect to the exchange of shares of the common stock of Seneca-Cayuga Bancorp, Inc. (“SCAY”), the Bank’s former holding company.
Generations Bancorp’s common stock began trading on the Nasdaq Capital Market under the trading symbol “GBNY” on January 13, 2021.
As previously disclosed, upon the consummation of the mutual to stock conversion of The Seneca Falls Savings Bank, MHC, which took place after the close of business on January 12, 2021, by operation of law, all shares of common stock of SCAY were converted into shares of Generations Bancorp pursuant to the previously disclosed exchange ratio of 0.9980 shares of Generations Bancorp common stock for each share of SCAY common stock.
As previously disclosed, in order to effectuate the exchange of shares of SCAY common stock for shares of Generations Bancorp common stock, all former shareholders of SCAY common stock, including brokers and dealers who held shares of SCAY common stock in record name, must submit their shares of SCAY common stock to effectuate the exchange of their shares of SCAY common stock for shares of Generations Bancorp common stock.
Generations Bancorp’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), has mailed letter of transmittal with instructions for the exchange of SCAY shares of common stock for Generations Bancorp common stock, to all holders of record of former SCAY shares. Shareholdersof the former SCAY common stock, including brokers and dealers, should contact Computershare at (800) 546-5141 to effectuate theexchange of the former SCAY shares for shares of Generations Bancorp.