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): November 28, 2007
Pathfinder Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Federal 000-23601 16-1540137
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (315) 343-0057
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NOT APPLICABLE
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(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:
[ ] 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))
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Item 5.03 Amendments to Bylaws; Change in Fiscal Year
The United States Securities and Exchange Commission approved a new NASDAQ
listing standard setting forth Direct Registration System ("DRS") eligibility
requirements, which require listed companies to become DRS eligible by January
1, 2008. DRS enables investors to maintain securities electronically on the
books of a transfer agent or issuer, and allows for the electronic transfer of
securities. To meet DRS requirements, on November 28, 2007, Pathfinder Bancorp
Inc.'s Board of Directors amended its Bylaws to permit the issuance and transfer
of uncertificated shares. Such changes to the Bylaws are reflected in Article
VII, Section 1 and 2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
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3.2 Amended bylaws of Pathfinder Bancorp, Inc.
EXHIBIT 3.2 AMENDMENTS TO BYLAWS
ARTICLE VII - EVIDENCE OF SHARE OWNERSHIP AND THE TRANSFER OF SHARES
SECTION 1. EVIDENCE OF SHARE OWNERSHIP. Shares of capital stock of the
Company may be certificated or uncertificated. Shares that are certificated
shall be in such form as shall be determined by the board of directors and
approved by the OTS. Such certificates shall be signed by the chief executive
officer or by any other officer of the Company authorized by the board of
directors, attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the Company itself or one of its
employees. Each certificate for shares of capital stock shall be consecutively
numbered or otherwise identified. Uncertificated shares shall be evidenced by
means of book entry. The name and address of the person to whom the shares are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Company. All certificates surrendered to the Company
for transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the Company as the
board of directors may prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the Company shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Company. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares or appropriate book entry. The person in whose
name shares of capital stock stand on the books of the Company shall be deemed
by the Company to be the owner for all purposes.
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.
PATHFINDER BANCORP, INC.
Date: November 28, 2007 --------------------------------
------------------------ By: /s/ James A. Dowd
James A. Dowd
Senior Vice President and Chief
Financial Officer