Item 1.01 Entry Into a Material Definitive Agreement
On August 12, 2014, Pathfinder Bancorp, Inc., a federal corporation
("Pathfinder-Federal"), Pathfinder Bancorp, Inc., a Maryland corporation ("New
Pathfinder"), Pathfinder Bancorp, MHC and Pathfinder Bank entered into an Agency
Agreement with Keefe, Bruyette & Woods, Inc., a Stifel company ("KBW"), who will
act as financial advisor during New Pathfinder's stock offering and assist in
the marketing of New Pathfinder's common stock.
For these services, KBW will receive a success fee of $225,000 if the offering
is completed. If there is a syndicated offering, KBW will be paid a fee equal to
6.0% of the dollar amount of total shares sold in the syndicated offering. All
fees payable with respect to a syndicated offering will be in addition to the
success fee. KBW will also receive a fee of $25,000 for its role as records
The shares of common stock are being offered pursuant to a Registration
Statement on Form S-1 (Registration No. 333-196676) filed by New Pathfinder
under the Securities Act of 1933, as amended, and a related prospectus dated
August 12, 2014.
The foregoing description of the terms of the Agency Agreement is qualified in
its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1
hereto and incorporated by reference herein.
Item 8.01 Other Events
On August 15, 2014, Pathfinder-Federal announced that New Pathfinder, the
proposed holding company for Pathfinder Bank, and Pathfinder Bancorp, MHC have
received conditional approval from the Board of Governors of the Federal Reserve
System on August 12, 2014 to commence the second step conversion and offering.
Pathfinder-Federal also announced that the registration statement relating to
the sale of common stock of New Pathfinder was declared effective by the
Securities and Exchange Commission on August 12, 2014.
A copy of the press release dated August 15, 2014, is filed as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
1.1 Agency Agreement dated August 12, 2014, by and among
Pathfinder-Federal, New Pathfinder, Pathfinder Bank,
Pathfinder Bancorp, MHC and KBW
99.1 Press Release dated August 15, 2014