M&A - EVANS BANCORP INC

Form Type: 15-12G

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000114036125019140

Filing Summary: Evans Bancorp, Inc. has filed a certification and notice regarding the termination of its registration under Section 12(g) of the Securities Exchange Act due to its recent merger with NBT Bancorp Inc. on May 2, 2025. Following the merger, Evans Bancorp's corporate existence has ceased. The filing indicates that NBT Bancorp Inc. is the successor by merger to Evans Bancorp, which necessitates the termination of reporting duties as specified under the SEC rules.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125017352

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp Inc. Under the terms of the merger agreement reached on September 9, 2024, Evans merged into NBT, making NBT the surviving entity and subsequently merging Evans Bank into NBT Bank. As a result of the merger, each share of Evans Common Stock was converted into the right to receive 0.91 shares of NBT common stock, with cash paid for any fractional shares. Following the merger, Evans no longer meets the listing requirements of the New York Stock Exchange and has requested for its common stock to be suspended from trading and removed from listing. The rights of Evans stockholders ceased at the effective time of the merger, except for the right to receive the merger consideration. The merger also resulted in the departure of Evans’ directors and executive officers, and the corporate structure of Evans ceased to exist.

Form Type: S-3DPOS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017386

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as outlined in the Agreement and Plan of Merger dated September 9, 2024. Following the merger, Evans Bancorp was merged into NBT, with NBT as the surviving entity. Concurrently, Evans Bank was merged into NBT Bank, which also became the surviving bank. As a result of the merger, each outstanding share of Evans Bancorp's common stock was converted into the right to receive 0.91 shares of NBT common stock. The Company terminated all offerings of its securities pursuant to several registration statements and has deregistered any unsold securities from these registrations.

Form Type: S-3DPOS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017387

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as outlined in the Merger Agreement dated September 9, 2024. Following the merger, Evans Bancorp was combined into NBT, with NBT as the surviving entity, followed by Evans Bank merging into NBT Bank. Each share of Evans Bancorp common stock was exchanged for 0.91 shares of NBT common stock, effectively terminating Evans Bancorp's offerings of securities under several registration statements. The document serves as a post-effective amendment to deregister any unsold shares from prior registration statements, specifically aimed at reflecting this merger and the resulting changes in the registration status of the company's securities.

Form Type: S-3DPOS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017388

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. under the Agreement and Plan of Merger dated September 9, 2024. The merger resulted in Evans Bancorp, Inc. merging into NBT, making NBT the surviving entity. Subsequently, Evans Bank, a subsidiary of Evans Bancorp, was merged into NBT Bank, with NBT Bank as the surviving bank. In consideration of the merger, each share of Evans Bancorp's common stock was converted into the right to receive 0.91 shares of NBT common stock. This action has led to the termination of all securities offerings under previously filed registration statements, and the company has deregistered any unsold securities from these statements. The post-effective amendment has been filed to reflect these changes accordingly.

Form Type: S-3DPOS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017389

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as per the Agreement and Plan of Merger dated September 9, 2024. Following the merger, Evans Bancorp was merged into NBT, with NBT as the surviving entity. Consequently, Evans Bank, the subsidiary of Evans Bancorp, was merged into NBT Bank, which also emerged as the surviving bank. Each share of Evans Bancorp's common stock was converted into the right to receive 0.91 shares of NBT common stock, leading to the termination of all offerings of its securities as noted in the Registration Statements. The document serves to deregister any unsold securities from the previous registration statements, reflecting the conclusion of the transaction and regulatory compliance under the Securities Act.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017372

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed its merger with NBT Bancorp, Inc. as per the Agreement and Plan of Merger dated September 9, 2024. As a result of the merger, Evans Bancorp, Inc. was merged into NBT, with NBT being the surviving entity. Subsequently, Evans Bank, the company's subsidiary, was merged into NBT Bank, which is also a subsidiary of NBT. Shareholders of Evans Bancorp received 0.91 shares of NBT common stock for each share of Evans Bancorp common stock they held at the time of the merger. Consequently, Evans Bancorp has terminated all offerings of its securities under its registration statements and removed all unsold securities from registration, reflecting the deregistration of these securities in this Post-Effective Amendment.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017373

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as outlined in the Agreement and Plan of Merger dated September 9, 2024. Following the merger, Evans Bancorp was merged into NBT Bancorp, with NBT being the surviving entity. Subsequently, Evans Bank was merged into NBT Bank, which is a subsidiary of NBT. As a consequence of the merger, each share of Evans Bancorp's common stock was converted into the right to receive 0.91 shares of NBT common stock, and the registration statements related to Evans Bancorp's stock offerings are being terminated. The registration statements include the following: 333-106655 for 100,000 shares under the Employee Stock Purchase Plan, 333-123679 for 275,000 shares under the 1999 Stock Option and Long-Term Incentive Plan, 333-160262 for 329,796 shares under the 2009 Long-Term Equity Incentive Plan, 333-175731 for 100,000 shares under the Employee Stock Purchase Plan, 333-181018 for 300,000 shares under the 2009 Long-Term Equity Incentive Plan, 333-188164 for 100,000 shares under the 2013 Employee Stock Purchase Plan, and 333-231605 for 427,386 shares under the Amended and Restated 2019 Long-Term Equity Incentive Plan. All offerings are terminated, and the company has removed from registration any unsold securities.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017374

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as per the Merger Agreement dated September 9, 2024. As a result of the merger, Evans Bancorp was merged into NBT, with NBT as the surviving entity. Additionally, Evans Bank, the subsidiary bank of Evans Bancorp, was merged into NBT Bank, which is NBT's subsidiary bank. Following the merger, each share of common stock of Evans Bancorp was automatically converted into the right to receive 0.91 shares of NBT common stock. This Post-Effective Amendment serves to terminate the effectiveness of various Registration Statements related to Evans Bancorp's securities offerings, confirming the removal from registration of any unsold securities under these statements.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017375

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc., with NBT as the surviving entity. This merger resulted in each outstanding share of Evans Bancorp's common stock being converted into the right to receive 0.91 shares of NBT common stock. Consequently, Evans Bancorp has terminated all offerings of its securities under the previous S-8 registration statements. The document serves as a post-effective amendment to deregister any unsold securities from prior registration statements. The merger was executed under the Agreement and Plan of Merger dated September 9, 2024.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017376

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as outlined in the Merger Agreement dated September 9, 2024. Upon completion of the merger, Evans Bancorp was merged with and into NBT, which is the surviving entity. Following this, Evans Bank was merged with NBT Bank, with NBT Bank as the surviving bank. As part of the merger, each outstanding share of Evans Bancorp common stock was converted into 0.91 shares of NBT common stock. Consequently, Evans Bancorp has terminated all securities offerings under multiple Registration Statements on Form S-8 and has deregistered all outstanding securities that remain unsold.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017377

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as per the Agreement and Plan of Merger dated September 9, 2024. This merger resulted in Evans Bancorp being merged into NBT, making NBT the surviving entity. Subsequently, Evans Bank, a subsidiary of Evans Bancorp, was merged into NBT Bank, which is also a subsidiary of NBT. As a consequence of the merger, each previously issued share of Evans Bancorp’s common stock was converted into the right to receive 0.91 shares of NBT common stock. With the merger's completion, all offerings of securities by Evans Bancorp have been terminated, leading to the deregistration of securities under multiple Registration Statements, and the post-effective amendment confirms the removal of unsold registered securities.

Form Type: S-8 POS

Filing Date: 2025-05-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125017378

Filing Summary: On May 2, 2025, Evans Bancorp, Inc. completed a merger with NBT Bancorp, Inc. as outlined in the Merger Agreement dated September 9, 2024. The merger resulted in Evans Bancorp being merged into NBT Bancorp, with NBT as the surviving entity. Subsequently, Evans Bank, a subsidiary of Evans Bancorp, was merged into NBT Bank, which became the surviving bank. Each share of Evans Bancorp's common stock was converted into 0.91 shares of NBT common stock. As a result of this merger, Evans Bancorp has terminated all offerings of its securities registered under multiple Registration Statements, including a total of 1,824,386 shares which are now deregistered following the termination of the offerings. This Post-Effective Amendment reflects the changes resulting from the merger and the deregistration of securities under the previous Registration Statements.