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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): November 21, 2008</B>

<P style="font-size: 24pt" align="center"><B>FIRST NIAGARA FINANCIAL GROUP,
INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-23975</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>42-1556195</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>6950 South Transit Road, P.O.
Box 514, Lockport, NY<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>14095-0514</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(716) 625-7500</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


<DIV style="margin-top: 10pt; font-size: 1pt; width: 100%; border-bottom: black 1pt solid">&nbsp;</DIV>
<DIV style="font-size: 1pt; width: 100%; border-bottom: black 2pt solid">&nbsp;</DIV>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;1.01. Entry into a
material definitive agreement.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
November&nbsp;21, 2008, First Niagara Financial Group, Inc. (the
&#8220;Company&#8221;) entered into a Letter Agreement (the &#8220;Purchase
Agreement&#8221;), with the United States Department of the Treasury
(&#8220;Treasury Department&#8221;) pursuant to which the Company has issued
and sold to Treasury: (i)&nbsp;184,011 shares of the Company&#8217;s Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;A, par value $0.01 per share
(the &#8220;Series&nbsp;A Preferred Stock&#8221;), having a liquidation amount
per share equal to $1,000, for a total price of $184,011,000.(ii) and a warrant
(the &#8220;Warrant&#8221;) to purchase 1,906,191 shares of the Company&#8217;s
common stock, par value $0.01 per share (the &#8220;Common Stock&#8221;), at an
exercise price per share of $14.48. The Purchase Agreement is attached as
Exhibit&nbsp;10.1 hereto and is incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The Series&nbsp;A
Preferred Stock pays cumulative dividends at a rate of 5%&nbsp;per annum for
the first five years and thereafter at a rate of 9%&nbsp;per annum. The Company
may not redeem the Series&nbsp;A Preferred Stock during the first three years
except with the proceeds from a &#8220;qualified equity offering&#8221; (as
defined in the Certificate of Designations filed as Exhibit&nbsp;4.1 hereto).
After three years, the Company may, at its option, redeem the Series&nbsp;A
Preferred Stock at the liquidation amount plus accrued and unpaid dividends.
The Series&nbsp;A Preferred Stock is generally non-voting. Prior to
November&nbsp;21, 2011, and unless the Company has redeemed all of the
Series&nbsp;A Preferred Stock or the Treasury Department has transferred all of
the Series&nbsp;A Preferred Stock to a third party, the approval of the
Treasury Department will be required for the Company to increase its common
stock dividend or repurchase its common stock or other equity or capital
securities, other than in certain circumstances specified in the Purchase
Agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The Warrant has a
ten year term and is immediately exercisable. The Warrant provides for the
adjustment of the exercise price and the number of shares of the
Company&#8217;s common stock issuable upon exercise pursuant to customary
anti-dilution provisions, such as upon stock splits or distributions of
securities or other assets to holders of the Company&#8217;s common stock, and
upon certain issuances of the Company&#8217;s common stock at or below a
specified price relative to the then current market price of the
Company&#8217;s common stock. If, on or prior to December&nbsp;31, 2009, the
Company receives aggregate gross cash proceeds of not less than the purchase
price of the Series&nbsp;A Preferred Stock from one or more &#8220;qualified
equity offerings,&#8221; the number of shares of common stock issuable pursuant
to the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments. Pursuant to the Purchase Agreement, the
Treasury Department has agreed not to exercise voting power with respect to any
shares of common stock issued upon exercise of the Warrant. The Warrant is
attached as Exhibit&nbsp;4.2 hereto and is incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="justify">Both the
Series&nbsp;A Preferred Stock and Warrant will be accounted for as components
of Tier 1 capital.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The Series&nbsp;A
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section&nbsp;4(2) of the Securities Act of 1933, as
amended. The Company has agreed to register for resale the Series&nbsp;A
Preferred Stock, the Warrant and the shares of common stock underlying the
Warrant (the &#8220;Warrant Shares&#8221;), as soon as practicable after the
date of the issuance of the Series&nbsp;A Preferred Stock and the Warrant.
Neither the Series&nbsp;A Preferred Stock nor the Warrant will be subject to
any contractual restrictions on transfer, except that the Treasury Department
may only transfer or exercise an aggregate of one-half of the Warrant Shares
prior to the earlier of the date on which the Company receives aggregate gross
cash proceeds of not less than the purchase price of the Series&nbsp;A
Preferred Stock from one or more &#8220;qualified equity offerings&#8221; and
December&nbsp;31, 2009.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">2
</DIV>

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<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
Purchase Agreement, the closing was subject to each of the Company&#8217;s
Senior Executive Officers, as defined in subsection 111(b)(3) of the Emergency
Economic Stabilization Act of 2008 (the &#8220;EESA&#8221;) and regulations
issued thereunder, delivering to Treasury a written waiver voluntarily waiving
any claim against Treasury or the Company for any changes to such Senior
Executive Officer&#8217;s compensation or benefits that are required to comply
with the regulation issued by Treasury under the Troubled Assets Relief Program
(&#8220;TARP&#8221;) Capital Purchase Program as published in the Federal
Register on October&nbsp;20, 2008 and acknowledging that the regulation may
require modification of the compensation, bonus, incentive and other benefit
plans, arrangements and policies and agreements (including so-called
&#8220;golden parachute&#8221; agreements) (collectively, &#8220;Benefit
Plans&#8221;) as they relate to the period Treasury holds any equity or debt
securities of the Company acquired through the TARP Capital Purchase Program.
The waivers were effective November&nbsp;21, 2008, and are attached as
Exhibit&nbsp;10.2 hereto and are incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The closing also
was subject to the Company effecting changes to its Benefit Plans with respect
to its Senior Executive Officers as may be necessary, during the period that
Treasury owns any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement, to comply with Section&nbsp;111(b)&nbsp;of the EESA as
implemented by any guidance or regulation under the EESA that has been issued
and is in effect as of the closing date.&nbsp; The Purchase Agreement required
the written consent of those Senior Executive Officers to the extent necessary
for the changes to be legally enforceable.&nbsp; The amendments effecting such
changes and related consent, each effective November&nbsp;21, 2008, are
attached as Exhibit&nbsp;10.3 hereto and are incorporated herein by
reference.&nbsp; &nbsp;

<P style="font-size: 10pt; text-indent: 4%" align="justify">In the Purchase
Agreement, the Company agreed that, until such time as Treasury ceases to own
any debt or equity securities of the Company acquired pursuant to the Purchase
Agreement, the Company will take all necessary action to ensure that its&nbsp;
Benefit Plans with respect to its Senior Executive Officers comply with
Section&nbsp;111(b)&nbsp;of the EESA as implemented by any guidance or
regulation under the EESA that has been issued and is in effect as of the
closing date, and has agreed to not adopt any Benefit Plans with respect to, or
which cover, its Senior Executive Officers that do not comply with the EESA.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;3.02. Unregistered
sales of equity securities.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">The information set
forth under &#8220;Item&nbsp;1.01 Entry into a Material Definitive
Agreement&#8221; is incorporated herein by reference.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">3
</DIV>

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<P style="font-size: 10pt" align="justify"><B>Item&nbsp;3.03. Material
modification to rights of securityholders.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Prior to
November&nbsp;21, 2011, unless the Company has redeemed the Series&nbsp;A
Preferred Stock or the Treasury Department has transferred the Series&nbsp;A
Preferred Stock to a third party, the consent of the Treasury Department will
be required for the Company to (1)&nbsp;declare or pay any dividend or make any
distribution on its common stock (other than regular quarterly cash dividends
of not more than $0.14 per share of common stock) or (2)&nbsp;redeem, purchase
or acquire any shares of its common stock or other equity or capital
securities, other than in connection with benefit plans consistent with past
practice and certain other circumstances specified in the Purchase Agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">In addition, under
the Certificate of Designations, the Company&#8217;s ability to declare or pay
dividends or repurchase its common stock or other equity or capital securities
will be subject to restrictions in the event that it fails to declare and pay
(or set aside for payment) full dividends on the Series&nbsp;A Preferred Stock.

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="5%"><B>Item&nbsp;5.02.</B></TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify"><B>Departure of directors or
certain officers; election of directors; appointment of certain officers;
compensatory arrangements of certain officers.</B></DIV>
</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt; text-indent: 4%" align="justify">The information
concerning executive compensation set forth under &#8220;Item&nbsp;1.01 Entry
into a Material Definitive Agreement&#8221; is incorporated by reference into
this Item&nbsp;5.02.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;5.03. Amendment to
articles of incorporation or bylaws; change in fiscal year.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
November&nbsp;20, 2008, the Company filed with the Secretary of State of the
State of Delaware a Certificate of Designations to its Certificate of
Incorporation establishing the terms of the Series&nbsp;A Preferred Stock. This
Certificate of Designations is attached as Exhibit&nbsp;4.1 hereto and is
incorporated herein by reference.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;9.01 Financial
Statements and Exhibits.</B>

<P style="font-size: 10pt; text-indent: 7%" align="justify">(d)&nbsp;&nbsp;&nbsp;Exhibits



<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>

 <TR align="left" valign="bottom">
  <TD align="left"><B>Exhibit&nbsp;No.</B></TD>
  <TD>&nbsp;</TD>
  <TD align="left"><B>Description</B></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">4.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Certificate of Designations for the Series&nbsp;A Preferred Stock</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">4.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Warrant to Purchase Common Stock</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD valign="top" align="left">10.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Letter Agreement, dated November&nbsp;21,
2008, between First Niagara Financial Group, Inc. and the United States Department of the Treasury, which includes the Securities
Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and
sale of the Series&nbsp;A Preferred Stock and the Warrant </TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">10.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Waiver of Senior Executive Officers dated
November&nbsp;21, 2008</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">10.3</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Amendment to Benefit Plans and Related Consent of Senior Executive Officers</TD>
</TR>


</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">4
</DIV>

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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">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.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Body -->

 <TR valign="bottom">
  <TD width="48%">&nbsp;</TD>
  <TD width="4%">&nbsp;</TD>
  <TD width="48%">&nbsp;</TD>
 </TR>

 <TR style="font-size: 10pt" valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left" colspan="2"><B>FIRST NIAGARA FINANCIAL GROUP, INC.</B></TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD align="left">DATE: November 25, 2008</TD>
  <TD align="left">By:</TD>
  <TD style="border-bottom: #000000 1px solid" align="left">/s/ Michael W. Harrington</TD>
 </TR>


 <TR style="font-size: 10pt" valign="bottom">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Michael W. Harrington<BR>
Chief Financial Officer<BR>
(Duly authorized representative)</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">5
</DIV>




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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>

 <TR align="left" valign="bottom">
  <TD align="left" style="border-bottom: 1px solid #000000"><B>Exhibit&nbsp;No.</B></TD>
  <TD>&nbsp;</TD>
  <TD align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">4.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Certificate of Designations for the Series&nbsp;A Preferred Stock</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">4.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Warrant to Purchase Common Stock</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD valign="top" align="left">10.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Letter Agreement, dated November&nbsp;21,
2008, between First Niagara Financial Group, Inc. and the United States Department of the Treasury, which includes the Securities
Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and
sale of the Series&nbsp;A Preferred Stock and the Warrant </TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">10.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Waiver of Senior Executive Officers dated
November&nbsp;21, 2008</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

<TR align="left" valign="bottom">
  <TD align="left">10.3</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Amendment to Benefit Plans and Related Consent of Senior Executive Officers</TD>
</TR>


</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">6
</DIV>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "FIRST NIAGARA FINANCIAL GROUP INC", "cik": "0001051741", "assigned-sic": "6036", "irs-number": "161545669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23975", "film-number": "081212131"}, "business-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095", "phone": "7166257500"}, "mail-address": {"street1": "6950 SOUTH TRANSIT ROAD", "street2": "PO BOX 514", "city": "LOCKPORT", "state": "NY", "zip": "14095"}, "former-company": {"former-conformed-name": "NIAGARA BANCORP INC", "date-changed": "19971218"}}
Filed by Bowne Pure Compliance
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): November 21, 2008
FIRST NIAGARA FINANCIAL GROUP,
INC.
(Exact name of registrant as
specified in its charter)
Delaware
000-23975
42-1556195
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
6950 South Transit Road, P.O.
Box 514, Lockport, NY
14095-0514
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(716) 625-7500
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a
material definitive agreement.
On
November 21, 2008, First Niagara Financial Group, Inc. (the
"Company") entered into a Letter Agreement (the "Purchase
Agreement"), with the United States Department of the Treasury
("Treasury Department") pursuant to which the Company has issued
and sold to Treasury: (i) 184,011 shares of the Company's Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share
(the "Series A Preferred Stock"), having a liquidation amount
per share equal to $1,000, for a total price of $184,011,000.(ii) and a warrant
(the "Warrant") to purchase 1,906,191 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), at an
exercise price per share of $14.48. The Purchase Agreement is attached as
Exhibit 10.1 hereto and is incorporated herein by reference.
The Series A
Preferred Stock pays cumulative dividends at a rate of 5% per annum for
the first five years and thereafter at a rate of 9% per annum. The Company
may not redeem the Series A Preferred Stock during the first three years
except with the proceeds from a "qualified equity offering" (as
defined in the Certificate of Designations filed as Exhibit 4.1 hereto).
After three years, the Company may, at its option, redeem the Series A
Preferred Stock at the liquidation amount plus accrued and unpaid dividends.
The Series A Preferred Stock is generally non-voting. Prior to
November 21, 2011, and unless the Company has redeemed all of the
Series A Preferred Stock or the Treasury Department has transferred all of
the Series A Preferred Stock to a third party, the approval of the
Treasury Department will be required for the Company to increase its common
stock dividend or repurchase its common stock or other equity or capital
securities, other than in certain circumstances specified in the Purchase
Agreement.
The Warrant has a
ten year term and is immediately exercisable. The Warrant provides for the
adjustment of the exercise price and the number of shares of the
Company's common stock issuable upon exercise pursuant to customary
anti-dilution provisions, such as upon stock splits or distributions of
securities or other assets to holders of the Company's common stock, and
upon certain issuances of the Company's common stock at or below a
specified price relative to the then current market price of the
Company's common stock. If, on or prior to December 31, 2009, the
Company receives aggregate gross cash proceeds of not less than the purchase
price of the Series A Preferred Stock from one or more "qualified
equity offerings," the number of shares of common stock issuable pursuant
to the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments. Pursuant to the Purchase Agreement, the
Treasury Department has agreed not to exercise voting power with respect to any
shares of common stock issued upon exercise of the Warrant. The Warrant is
attached as Exhibit 4.2 hereto and is incorporated herein by reference.
Both the
Series A Preferred Stock and Warrant will be accounted for as components
of Tier 1 capital.
The Series A
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. The Company has agreed to register for resale the Series A
Preferred Stock, the Warrant and the shares of common stock underlying the
Warrant (the "Warrant Shares"), as soon as practicable after the
date of the issuance of the Series A Preferred Stock and the Warrant.
Neither the Series A Preferred Stock nor the Warrant will be subject to
any contractual restrictions on transfer, except that the Treasury Department
may only transfer or exercise an aggregate of one-half of the Warrant Shares
prior to the earlier of the date on which the Company receives aggregate gross
cash proceeds of not less than the purchase price of the Series A
Preferred Stock from one or more "qualified equity offerings" and
December 31, 2009.
2
Pursuant to the
Purchase Agreement, the closing was subject to each of the Company's
Senior Executive Officers, as defined in subsection 111(b)(3) of the Emergency
Economic Stabilization Act of 2008 (the "EESA") and regulations
issued thereunder, delivering to Treasury a written waiver voluntarily waiving
any claim against Treasury or the Company for any changes to such Senior
Executive Officer's compensation or benefits that are required to comply
with the regulation issued by Treasury under the Troubled Assets Relief Program
("TARP") Capital Purchase Program as published in the Federal
Register on October 20, 2008 and acknowledging that the regulation may
require modification of the compensation, bonus, incentive and other benefit
plans, arrangements and policies and agreements (including so-called
"golden parachute" agreements) (collectively, "Benefit
Plans") as they relate to the period Treasury holds any equity or debt
securities of the Company acquired through the TARP Capital Purchase Program.
The waivers were effective November 21, 2008, and are attached as
Exhibit 10.2 hereto and are incorporated herein by reference.
The closing also
was subject to the Company effecting changes to its Benefit Plans with respect
to its Senior Executive Officers as may be necessary, during the period that
Treasury owns any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement, to comply with Section 111(b) of the EESA as
implemented by any guidance or regulation under the EESA that has been issued
and is in effect as of the closing date.  The Purchase Agreement required
the written consent of those Senior Executive Officers to the extent necessary
for the changes to be legally enforceable.  The amendments effecting such
changes and related consent, each effective November 21, 2008, are
attached as Exhibit 10.3 hereto and are incorporated herein by
reference.
In the Purchase
Agreement, the Company agreed that, until such time as Treasury ceases to own
any debt or equity securities of the Company acquired pursuant to the Purchase
Agreement, the Company will take all necessary action to ensure that its 
Benefit Plans with respect to its Senior Executive Officers comply with
Section 111(b) of the EESA as implemented by any guidance or
regulation under the EESA that has been issued and is in effect as of the
closing date, and has agreed to not adopt any Benefit Plans with respect to, or
which cover, its Senior Executive Officers that do not comply with the EESA.
Item 3.02. Unregistered
sales of equity securities.
The information set
forth under "Item 1.01 Entry into a Material Definitive
Agreement" is incorporated herein by reference.
3
Item 3.03. Material
modification to rights of securityholders.
Prior to
November 21, 2011, unless the Company has redeemed the Series A
Preferred Stock or the Treasury Department has transferred the Series A
Preferred Stock to a third party, the consent of the Treasury Department will
be required for the Company to (1) declare or pay any dividend or make any
distribution on its common stock (other than regular quarterly cash dividends
of not more than $0.14 per share of common stock) or (2) redeem, purchase
or acquire any shares of its common stock or other equity or capital
securities, other than in connection with benefit plans consistent with past
practice and certain other circumstances specified in the Purchase Agreement.
In addition, under
the Certificate of Designations, the Company's ability to declare or pay
dividends or repurchase its common stock or other equity or capital securities
will be subject to restrictions in the event that it fails to declare and pay
(or set aside for payment) full dividends on the Series A Preferred Stock.
Item 5.02.
Departure of directors or
certain officers; election of directors; appointment of certain officers;
compensatory arrangements of certain officers.
The information
concerning executive compensation set forth under "Item 1.01 Entry
into a Material Definitive Agreement" is incorporated by reference into
this Item 5.02.
Item 5.03. Amendment to
articles of incorporation or bylaws; change in fiscal year.
On
November 20, 2008, the Company filed with the Secretary of State of the
State of Delaware a Certificate of Designations to its Certificate of
Incorporation establishing the terms of the Series A Preferred Stock. This
Certificate of Designations is attached as Exhibit 4.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d)   Exhibits
Exhibit No.
Description
4.1
Certificate of Designations for the Series A Preferred Stock
4.2
Warrant to Purchase Common Stock
10.1
Letter Agreement, dated November 21,
2008, between First Niagara Financial Group, Inc. and the United States Department of the Treasury, which includes the Securities
Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and
sale of the Series A Preferred Stock and the Warrant
10.2
Waiver of Senior Executive Officers dated
November 21, 2008
10.3
Amendment to Benefit Plans and Related Consent of Senior Executive Officers
4
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.
FIRST NIAGARA FINANCIAL GROUP, INC.
DATE: November 25, 2008
By:
/s/ Michael W. Harrington
Michael W. Harrington
Chief Financial Officer
(Duly authorized representative)
5
EXHIBIT INDEX
Exhibit No.
Description
4.1
Certificate of Designations for the Series A Preferred Stock
4.2
Warrant to Purchase Common Stock
10.1
Letter Agreement, dated November 21,
2008, between First Niagara Financial Group, Inc. and the United States Department of the Treasury, which includes the Securities
Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and
sale of the Series A Preferred Stock and the Warrant
10.2
Waiver of Senior Executive Officers dated
November 21, 2008
10.3
Amendment to Benefit Plans and Related Consent of Senior Executive Officers
6