UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0000809754
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  SOLVAY BANK CORP
Jurisdiction of Incorporation/Organization
NEW YORK
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  SOLVAY BANK CORP  
Street Address 1 Street Address 2
  1537 MILTON AVE  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  SOLVAY   NEW YORK   13209   3154681661  



3. Related Persons
Last Name First Name Middle Name
Mello Paul P
Street Address 1 Street Address 2
1537 Milton Ave.
City State/Province/Country ZIP/Postal Code
Solvay NEW YORK 13209
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Baichi John F
Street Address 1 Street Address 2
2746 Dunbar Woods Rd.
City State/Province/Country ZIP/Postal Code
Marcellus NEW YORK 13108
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Boeheim James A
Street Address 1 Street Address 2
Syracuse University Manley Field House
City State/Province/Country ZIP/Postal Code
Syracuse NEW YORK 13244
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
DeSpirito John C III
Street Address 1 Street Address 2
500 N. Orchard Rd.
City State/Province/Country ZIP/Postal Code
Solvay NEW YORK 13209
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 
Last Name First Name Middle Name
Fallon Paul T
Street Address 1 Street Address 2
100 West Lake St.
City State/Province/Country ZIP/Postal Code
Skaneateles NEW YORK 13152
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Fernandez Frank
Street Address 1 Street Address 2
122 Wynthrop Rd.
City State/Province/Country ZIP/Postal Code
Solvay NEW YORK 13209
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Frocione Lon V
Street Address 1 Street Address 2
17 Quaker Hill Rd.
City State/Province/Country ZIP/Postal Code
Syracuse NEW YORK 13224
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Notarpole Alan E
Street Address 1 Street Address 2
2442 West Lake Rd.
City State/Province/Country ZIP/Postal Code
Skaneateles NEW YORK 13152
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 
Last Name First Name Middle Name
Pfeiffer Leonard W
Street Address 1 Street Address 2
204 Barclay St.
City State/Province/Country ZIP/Postal Code
Solvay NEW YORK 13209
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

Last Name First Name Middle Name
Tarolli James R
Street Address 1 Street Address 2
3716 Highland Ave.
City State/Province/Country ZIP/Postal Code
Skaneateles NEW YORK 13152
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
   

 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  x Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
x $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
x Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) o Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(5)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2013-04-26 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   27   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
   
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
   
Street Address 1 Street Address 2
   
City State/Province/Country ZIP/Postal Code
     
State(s) of Solicitation o All States
 
 



13. Offering and Sales Amounts
Total Offering Amount $   576130   USD o Indefinite
Total Amount Sold $   119170   USD  
Total Remaining to be Sold $   456960   USD o Indefinite
 
Clarification of Response (if Necessary)
  Total amount sold represents offerings in the 12 months prior to the first sale of securities in this offering of common stock.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 401


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   0   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  The proceeds are used for general working capital for the institution.

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
SOLVAY BANK CORP Paul P. Mello/mlf Paul P. Mello President & CEO 2013-05-10

Solvay Bank (PK) (USOTC:SOBS)
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