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):  September 27, 2019

SENECA FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)

Federal
 
000-55853
 
82-3128044
(State or Other Jurisdiction)
 
(Commission File No.)
 
(I.R.S. Employer
of Incorporation)
 
Identification No.)
 
35 Oswego Street, Baldwinsville, New York
 
13027
(Address of Principal Executive Offices)
 
(Zip Code)


Registrant's telephone number, including area code: (315) 638-0233

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 (see General Instruction A.2. below):

[  ]
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Not Applicable
 
Not Applicable
 
Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective on September 27, 2019, the Board of Directors of Seneca Financial Corp. (the “Company”) amended the Company’s bylaws to eliminate Article III, Section 16 of the Bylaws which provided for an age limitation of 75 for service on the Board. The Amended and Restated Bylaws of the Company is filed as Exhibit 3.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.
 
Description
     
       
3.2
 
     

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.





   
SENECA FINANCIAL CORP.
     
     
     
DATE: October 1, 2019
By:  
 /s/ Vincent J. Fazio
   
Vincent J. Fazio
   
Executive Vice President and Chief Financial Officer
     




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