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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): April 25, 2006
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
NEW YORK 0-10592 14-1630287
State or Other Jurisdiction of Commission File No. I.R.S. Employer
Incorporation or Organization Identification Number
5 SARNOWSKI DRIVE, GLENVILLE, NEW YORK 12302
(Address of principal executive offices)
(518) 377-3311
(Registrant's Telephone Number,
Including Area Code)
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:
|_| 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 8.01. Other Events.
The table entitled "Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values" in the definitive proxy statement of the
Registrant as filed with the Securities and Exchange Commission on April 4,
2006 contained a typographical error regarding the number of shares acquired
upon exercises of stock options in the last fiscal year by Robert T. Cushing,
the Registrant's Executive Vice President and Chief Financial Officer. The
correct number of shares acquired by Mr. Cushing upon exercise of stock options
was 123,176. All other information in the table with respect to Mr. Cushing,
including the information under the columns headed "Value Realized," "Number of
Securities Underlying Unexercised Options/SARs at FY-End," and "Value of
Unexercised In-the-Money Options/SARs at FY-End," was correct in the proxy
statement as filed on April 4, 2006. The corrected table is as follows:
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
The following table sets forth with respect to each of the named
executive officers, information concerning exercises of stock options and stock
appreciation rights during the year ended December 31, 2005, as well as the
value of unexercised options and stock appreciation rights as of December 31,
2005.
Number of
Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End ($)(3)
FY-End (#)(2)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized($)(1) Unexercisable Unexercisable
---------------------------- -------------------- ---------------- --------------------- ---------------------------
Robert J. McCormick 25,273 $ 180,702 883,527/-- $ 883,762/--
Robert T. Cushing 123,176 906,329 707,020/-- 1,290,055/--
Scot R. Salvador 8,148 52,976 359,763/-- 327,224/--
Robert M. Leonard -- -- 45,500/-- 67,860/--
Sharon J. Parvis -- -- 95,528/-- 313,746/--
(1)The amounts shown reflect pre-tax gain and represent the difference between
the stock option exercise price and the market value of the stock on the
date of exercise.
(2)The number of exercisable options shown includes options exercisable on
December 31, 2005. On December 20, 2005, TrustCo's board accelerated the
vesting of options so that all options previously awarded became fully
vested and exercisable.
(3)The amounts shown reflect pre-tax gain. The value of unexercised
in-the-money options and SARs is based on the December 31, 2005, closing
price for TrustCo common stock of $12.42.
Signature
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.
TRUSTCO BANK CORP NY
Date: April 27, 2006 By: /s/ Robert T. Cushing
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Robert T. Cushing
Executive Vice President and
Chief Financial Officer