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): December 4, 2003
NBT BANCORP INC.
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(Exact name of registrant as specified in it's charter)
DELAWARE 0-14703 16-1268674
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
52 SOUTH BROAD STREET, NORWICH, NEW YORK 13815
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(Address of principal executive offices)
Registrant's telephone number, including area code: (607) 337-2265
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Not Applicable
(b) Not Applicable
(c) The following exhibit is furnished as a part of this report:
Exhibit No. Description
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99.1 Notice to directors and executive officers,
dated December 4, 2003.
ITEM 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
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NBT Bancorp Inc. (the "Company") received notification under Section
101(I)(2)(E) of the Employment Retirement Income Security Act of 1974 regarding
a blackout period under the NBT Bancorp Inc. 401(k) and Employee Stock Ownership
Plan (the "Plan"). The blackout period is necessary in order to effect a change
in the Plan's recordkeeper to EPIC Advisors Inc. On December 3, 2003, as
required by Section 306(a) of the Sarbanes-Oxley Act of 2002, the Company
provided notice of the blackout period to its directors and those executive
officers subject to Section 16 of the Securities Exchange Act of 1934, as
amended. A copy of the notice is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
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.
NBT BANCORP INC.
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(Registrant)
/s/ Michael J. Chewens
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Michael J. Chewens
Senior Executive Vice President,
Chief Financial Officer and Corporate Secretary
Date: December 4, 2003
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Notice to directors and executive officers, dated
December 3, 2003.
EXHIBIT 99.1 To: Directors and Executive Officers of NBT Bancorp Inc. RE: IMPORTANT NOTICE REGARDING THE NBT BANCORP INC. 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN BLACKOUT PERIOD AND YOUR RIGHTS TO TRADE NBT BANCORP INC. STOCK DURING THE BLACKOUT PERIOD The NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan (the "Plan") will be entering a blackout period, effective December 24, 2003, due to a change in the Plan's administrator from Strong Retirement Plan Services to EPIC Advisors Inc. During the blackout period, participants in the Plan will be unable to: (a) request loans, (b) initiate or receive any distributions or withdrawals, (c) move existing balances between funds or make other investment transfers or (d) change fund allocations or contribution rates for future contributions. As a director or executive officer of NBT Bancorp Inc. (the "Company"), this blackout of the Plan has a direct impact on your ability to trade NBT Bancorp Inc. stock. Securities and Exchange Commission (the "SEC") rules provide that, during "any period of more than three consecutive business days during which the ability to purchase, sell or otherwise acquire or transfer an interest in any equity security of such issuer held in an individual account is temporarily suspended by the issuer or by a fiduciary of the plan," corporate insiders may no longer exercise stock options or trade certain employer securities held outside of the Plan. Specifically, the insider trading provision prohibits you from directly or indirectly purchasing, selling, acquiring or transferring any equity or derivative security of the Company, such as common stock or stock options, during the blackout period. In addition, the prohibition covers all shares held by your family members who live with you or are your dependents and all shares held by any trusts, partnerships or corporations in which you have a pecuniary interest. If you violate the insider trading prohibition described in this memorandum, the Company, or a shareholder acting on behalf of the Company, may bring an action to recover the profits you realized. In addition, the SEC may bring an action against you, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties. AS INDICATED ABOVE, THE BLACKOUT PERIOD REGARDING YOUR PROHIBITION FROM TRADING IN NBT BANCORP INC. STOCK WILL BEGIN ON DECEMBER 24, 2003. We anticipate a smooth transition and expect the blackout period not to extend beyond January 15, 2004. You will be notified when the blackout period ends. The SEC's rules provide a limited number of exemptions from the blackout trading restrictions. If you would like more information regarding these exemptions or have other questions, please contact me directly at 607-337-6520. Sincerely, /s/ Michael J. Chewens - ---------------------- Michael J. Chewens Senior Executive Vice President, Chief Financial Officer and Corporate Secretary