0000943374-21-000013.txt : 20210112 0000943374-21-000013.hdr.sgml : 20210112 20210112160606 ACCESSION NUMBER: 0000943374-21-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210112 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210112 DATE AS OF CHANGE: 20210112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Generations Bancorp NY, Inc. CENTRAL INDEX KEY: 0001823365 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39883 FILM NUMBER: 21523585 BUSINESS ADDRESS: STREET 1: 20 EAST BAYARD STREET CITY: SENECA FALLS STATE: NY ZIP: 13148 BUSINESS PHONE: (315) 568-5855 MAIL ADDRESS: STREET 1: 20 EAST BAYARD STREET CITY: SENECA FALLS STATE: NY ZIP: 13148 8-K 1 form8k.htm
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 12, 2021

GENERATIONS BANCORP NY, INC.
(Exact Name of Registrant as Specified in Charter)


Maryland
  
001-39883
  
85-3659943
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
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 Securities Act (17 CFR 230.425)

[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) 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  ☒   

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 12, 2021, Generations Bancorp NY, Inc. (the “Company”) issued a press release to announce the closing, effective on that date, of the previously reported conversion of The Seneca Falls Savings Bank, MHC from a mutual holding company to a stock holding company and the related stock offering conducted by the Company.  For additional information, reference is made to the press release dated January 12, 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 12, 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 12, 2021
By:    /s/ Menzo D. Case
 
Menzo D. Case
 
President and Chief Executive Officer

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 PRESS RELEASE DATED JANUARY 12, 2021
Exhibit 99.1


FOR IMMEDIATE RELEASE

Contact: Menzo D. Case
President and Chief Executive Officer
Generations Bancorp NY, Inc.
Seneca-Cayuga Bancorp, Inc.
Tel. (315) 568-5855

Generations Bancorp NY, Inc. Announces Closing of Conversion Transaction

Seneca Falls, New York; January 12, 2021: Generations Bancorp NY, Inc. (“Generations Bancorp”) (Nasdaq: GBNY), the new stock holding company for Generations Bank, announced today that the conversion of The Seneca Falls Savings Bank, MHC (the “MHC”) from the mutual holding company to the stock holding company form of organization and the related stock offering by Generations Bancorp closed as of the close of business today.  As a result, the MHC and Seneca-Cayuga Bancorp, Inc., the former stock holding company of Generations Bank, have ceased to exist and Generations Bancorp has succeeded Seneca-Cayuga Bancorp, Inc. as the stock holding company of Generations Bank.

Seneca-Cayuga Bancorp, Inc.’s common stock ceased be quoted on the OTC Pink Market under the symbol “SCAY” as of the close of business today. Generations Bancorp’s common stock is expected to begin trading on the Nasdaq Capital Market under the trading symbol “GBNY” on January 13, 2021.

Generations Bancorp sold a total of 1,477,575 shares of common stock at a price of $10.00 per share in a subscription and community offering, which includes 109,450 shares sold to Generation’s Bank’s Employee Stock Ownership Plan.  Purchasers may confirm their allocations online at https://allocations.kbw.com or by contacting the Stock Information Center at (877) 643-8217 between 10:00 a.m. and 4:00 p.m., Eastern time, Monday through Friday, except on bank holidays.

Generations Bancorp’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), expects to mail Direct Registration System (“DRS”) Book-Entry statements for shares purchased in the subscription and community offering and interest checks on or about January 12, 2021.

As part of the conversion transaction, each outstanding share of Seneca-Cayuga Bancorp, Inc. owned as of the closing date by public stockholders of Seneca-Cayuga Bancorp, Inc. (stockholders other than the MHC) have been exchanged for shares of Generations Bancorp common stock at an exchange ratio equal to 0.9980 shares of Generations Bancorp common stock for each share of Seneca-Cayuga Bancorp, Inc. common stock.  Cash will be issued in lieu of a fractional share based on the offering price of $10.00 per share.  Approximately 2,458,401 shares of Generations Bancorp common stock are outstanding as a result of the completion of the conversion transaction, before accounting for adjustments for fractional shares.



Seneca-Cayuga Bancorp, Inc. stockholders holding their shares in street name will receive their shares of Generations Bancorp common stock within their accounts automatically.  Stockholders holding shares in certificated form will be mailed a letter of transmittal as soon as practicable after January 12, 2021, containing instructions as to how to exchange their shares.  Stockholders will receive a DRS statement and cash in lieu of fractional shares after returning their Seneca-Cayuga Bancorp, Inc stock certificates and a properly completed letter of transmittal to Computershare.

Luse Gorman, PC has acted as legal counsel to the Generations Bancorp, the MHC, Seneca-Cayuga Bancorp, Inc. and Generations Bank.  Keefe, Bruyette & Woods, Inc., a Stifel Company, has acted as marketing agent for Generations Bancorp in connection with the subscription and community offerings, and Breyer & Associates PC has acted as legal counsel to Keefe, Bruyette & Woods, Inc., a Stifel Company.

Legal Disclosures

The shares of common stock of Generations Bancorp are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Disclosures Concerning Forward-Looking Statements

This press release contains certain forward-looking statements about the conversion transaction.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”.  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading of Generations Bancorp’s common stock on the Nasdaq Capital Market due to market disruptions or otherwise.