8-K
TRUSTCO BANK CORP N Y (TRST)
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): May 27, 2021
TrustCo Bank Corp NY
(Exact Name of Registrant as specified in its charter)
| NEW YORK | 0-10592 | 14-1630287 |
|---|---|---|
| State or other jurisdiction of incorporation | Commission File Number | (IRS Employer Identification No.) |
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of Principal Executive Offices)
(518) 377-3311
(Registrant’s telephone number, including area code)
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:
| ☐ | 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) |
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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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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | TRST | Nasdaq Global Select Market |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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. ☐
TrustCo Bank Corp NY
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|---|
As approved by the shareholders at the Annual Meeting on May 20, 2021, the Company has amended its Certificate of Incorporation to effect a reverse stock split of TrustCo Common Stock at a ratio of 1 for 5 and a corresponding proportionate reduction in TrustCo’s authorized Common Stock from 150,000,000 shares to 30,000,000 shares, as described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021 (“2021 Proxy”).
The Charter Amendments were effective upon filing with the New York Department of State on May 27, 2021. The text of the Charter Amendments is attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
| Item 8.01. | Other Events |
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As previously announced, the reverse split of the Company’s Common Stock at a ratio of 1 for 5 was implemented on the Nasdaq Global Select Market on May 28, 2021.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 3.1 | Amendment to Certificate of Incorporation of TrustCo Bank Corp NY |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
Dated: May 28, 2021
| TRUSTCO BANK CORP NY | |
|---|---|
| (Registrant) | |
| By: | /s/Michael M. Ozimek |
| Michael M. Ozimek | |
| Executive Vice President and Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF
TRUSTCO BANK CORP N Y
Under Section 805 of the Business Corporation Law IT IS HEREBY CERTIFIED THAT:
| 1. | The name of the corporation is TRUSTCO BANK CORP N Y. |
|---|---|
| 2. | The certificate of incorporation was filed by the New York Department of State on the 28th day of October, 1981 and was amended thereafter prior to the date hereof (as amended, the “Certificate of<br> Incorporation”). |
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| 3. | The subject matter of this Certificate of Amendment (this “Amendment”) by the Corporation is to effect a combination of its Common Stock, $1 par value (the “Common Stock”), which is to be<br> effected by means of a one-share-for-five-shares combination of its Common Stock issued and outstanding or held in treasury and by reducing in the same proportion its authorized Common Stock from 150,000,000 authorized shares of Common<br> Stock to 30,000,000 authorized shares of Common Stock. There is no impact on the par value of the Common Stock or on the number of the 500,000 authorized shares of Preferred Stock of the par value of $10 per share. In order to give effect<br> to the foregoing combination of the Common Stock, effective upon filing of this Amendment, Section 4.1 of Article FOURTH of the Certificate of Incorporation is hereby amended to read in its entirety as follows: |
| --- | --- |
“4.1 The total number of shares of Common Stock which the Corporation shall have authority to issue is 30,000,000 shares of the par value of $1 per share.
The total number of shares of Preferred Stock which the Corporation shall have authority to issue is 500,000 shares of the par value of $10 per share.
The Board of Directors of the Corporation shall have the authority to provide for the issuance of the Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers, and with such designations, conversion rights, redemption prices, dividend rates and similar matters, including preferences over shares of Common Stock or other series of Preferred Stock as to dividends or distributions of assets and relative participation, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be set forth in resolutions providing for the issuance thereof that may be adopted by the Board of Directors.”
| 4. | Effective upon the filing of this Amendment, the Certificate of Incorporation is hereby further amended to add a new Section 4.3 to Article FOURTH which shall read as follows: |
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“4.3 Pursuant to the Business Corporation Law, effective upon the filing of this Certificate of Amendment of the Certificate of Incorporation with the New York State Department of State (the “Effective
Time”\), each five shares of the Corporation’s Common Stock, par value $1 per share, issued and outstanding immediately prior to the Effective Time \(the “Old
Shares”\) shall automatically be combined into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject
to the treatment of fractional share interests as described below \(the “Reverse Stock Split”\). The Corporation shall not issue fractional shares in
connection with the Reverse Stock Split. Registered holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall receive a cash amount \(without interest\) equal to, as the
Corporation’s Board of Directors shall determine as of the Effective Time, either \(i\) each such shareholder’s proportionate interest in the proceeds, net of selling costs not paid and satisfied by the Corporation, from the aggregation and sale
of the fractional shares by the transfer agent of the Corporation or \(ii\) the closing price of our Common Stock as reported on The Nasdaq Global Select Market on the trading day immediately preceding the Effective Time, as adjusted by the ratio
of one share of Common Stock for every five shares of Common Stock, multiplied by the applicable fraction of a share.”
| 5. | Immediately prior to the filing of this Amendment, 96,440,729 shares of Common Stock, $1 par value per share, were issued and outstanding, 3,778,479 shares of Common Stock, $1 par value per share, were held<br> as treasury shares, 49,780,792 shares of Common Stock, $1 par value per share, were authorized for issuance but unissued, and 500,000 shares of Preferred Stock, par value $10 per share, were authorized for issuance but unissued. Immediately<br> after the effectiveness of this Amendment, 19,282,935 shares of Common Stock, $1 par value per share, will be issued and outstanding, 755,695 shares of Common Stock, $1 par value per share, will be held as treasury shares, 9,961,370 shares<br> of Common Stock, $1 par value per share, will be authorized for issuance but unissued, and 500,000 preferred shares, par value $10 per share, will be authorized for issuance but unissued. |
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| 6. | The amendments to the Certificate of Incorporation were duly adopted in accordance with Section 803 of the Business Corporation Law of the State of New York (the “BCL”) by the Board of<br> Directors of the Corporation and by affirmative vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon at a meeting of shareholders of the Corporation in accordance with Section 602 of the BCL. |
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IN WITNESS WHEREOF, the undersigned hereby affirms that statements made herein are true and under penalties of perjury.
Dated: May 27, 2021
/s/ Michael Hall
Michael Hall, Secretary
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