- Securities Registration: Employee Benefit Plan (S-8)
24 Oktober 2012 - 11:28PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on October 24, 2012
SEC Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOMPKINS FINANCIAL CORPORATION
(Exact name of registrant as specified in its
charter)
NEW YORK
(State or other jurisdiction of incorporation
or organization)
16-1482357
(I.R.S. Employer Identification No.)
The Commons, P.O. Box 460
Ithaca, New York 14851
(Address of Principal Executive Offices) (Zip
Code)
TOMPKINS
FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN [ESOP]
(Full title of the plan)
|
|
|
Francis M. Fetsko
|
|
with a copy to:
|
Executive Vice President and Chief Financial Officer
|
|
Thomas E. Willett, Esq.
|
Tompkins Financial Corporation
|
|
Harris Beach PLLC
|
The Commons, P.O. Box 460
|
|
99 Garnsey Road
|
Ithaca, New York 14851
|
|
Pittsford, New York 14534
|
|
|
(585) 419-8800
|
(Name and Address of Agent For Service)
(Telephone number, including area code, of agent
for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
|
Large accelerated filer
|
£
|
|
Accelerated filer
|
x
|
|
Non-accelerated filer
|
£
|
|
Smaller reporting company
|
£
|
|
Do not check if smaller reporting company
|
|
|
|
CALCULATION OF REGISTRATION FEE
|
Title of securities
to be registered
|
Amount to be
registered
(1)
|
Proposed maximum
offering price per
share
(2)
|
Proposed maximum
aggregate
offering price
(2)
|
Amount of
registration
fee
|
|
Common Stock,
$0.10 par value
|
100,000
|
$39.93
|
$3,993,000
|
$544.65
|
|
(1)
|
The Registration Statement also includes an indeterminate number of additional shares that may become issuable pursuant to
antidilution provisions of the plan.
|
|
|
|
|
(2)
|
In accordance with Rules 457(h)(1) and 457(c), calculated on the basis of the high and low prices of the Common Stock on the
NYSE MKT on October 22, 2012.
|
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8,
this Registration Statement on Form S-8 (this “Registration Statement”), which incorporates by reference the contents
of the Registrant’s previous Registration Statement on Form S-8 (No. 333-163977) filed with the Securities and Exchange Commission
on December 23, 2009, is being filed by the Registrant solely to register an additional 100,000 shares for issuance under the Tompkins
Financial Corporation Employee Stock Ownership Plan [ESOP]. Accordingly, this Registration Statement consists only of those items
required by General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
The following exhibits are filed with this Registration
Statement:
|
5
|
Opinion of Harris Beach PLLC
|
|
|
|
|
23.2
|
Consent of Grant Thornton LLP
|
|
|
|
|
23.3
|
Consent of ParenteBeard LLC
|
|
|
|
|
23.4
|
Consent of Harris Beach PLLC (included in Exhibit 5)
|
|
|
|
|
24
|
Power of Attorney (included at Pages II-2 and II-3)
|
|
|
|
|
99
|
Tompkins Financial Corporation Employee Stock Ownership Plan (incorporated by reference to Exhibit 99 to the registrant’s
Registration Statement on Form S-8 (SEC Registration No. 333-163977) filed on December 23, 2009).
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Ithaca, State of New York, on this 24
th
day of October, 2012.
|
|
TOMPKINS FINANCIAL CORPORATION
|
|
|
|
|
|
By:
|
/s/Stephen S. Romaine
|
|
|
Name
|
Stephen S. Romaine
|
|
|
Title:
|
Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Stephen S. Romaine and Francis M. Fetsko and each of them, as his
true and lawful attorneys-in-fact and agents, each with full power of substitution, for him, and in his name, place and stead,
and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed below by the following persons in the capacities and on the dates
indicated:
Name
|
Capacity
|
Date
|
/s/ James J. Byrnes
James J. Byrnes
|
Chairman of the Board, Director
|
October 24, 2012
|
/s/ Stephen S. Romaine
Stephen S. Romaine
|
President and Chief Executive Officer, Director
(Principal Executive Officer)
|
October 24, 2012
|
/s/ James W. Fulmer
James W. Fulmer
|
Vice Chairman, Director
|
October 24, 2012
|
/s/ Francis M. Fetsko
Francis M. Fetsko
|
Executive Vice President, Chief Financial Officer, Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)
|
October 24, 2012
|
/s/ John E. Alexander
John E. Alexander
|
Director
|
October 24, 2012
|
/s/ Paul J. Battaglia
Paul J. Battaglia
|
Director
|
October 24, 2012
|
/s/ Daniel J. Fessenden
Daniel J. Fessenden
|
Director
|
October 24, 2012
|
/s/ Reeder D. Gates
Reeder D. Gates
|
Director
|
October 24, 2012
|
/s/ James R. Hardie
James R. Hardie
|
Director
|
October 24, 2012
|
/s/ Carl E. Haynes
Carl E. Haynes
|
Director
|
October 24, 2012
|
/s/ Susan A. Henry
Susan A. Henry
|
Director
|
October 24, 2012
|
/s/ Patricia A. Johnson
Patricia A. Johnson
|
Director
|
October 24, 2012
|
/s/ Frank C. Milewski
Frank C. Milewski
|
Director
|
October 24, 2012
|
/s/ Sandra A. Parker
Sandra A. Parker
|
Director
|
October 24, 2012
|
/s/ Thomas R. Rochon
Thomas R. Rochon
|
Director
|
October 24, 2012
|
/s/ Michael H. Spain
Michael H. Spain
|
Director
|
October 24, 2012
|
/s/ William D. Spain, Jr.
William D. Spain, Jr.
|
Director
|
October 24, 2012
|
/s/ Alfred J. Weber
Alfred J. Weber
|
Director
|
October 24, 2012
|
/s/ Craig Yunker
Craig Yunker
|
Director
|
October 24, 2012
|
EXHIBIT INDEX
|
|
|
|
23.4
|
Consent of Harris Beach PLLC (included in Exhibit 5)
|
|
|
|
|
24
|
Power of Attorney (included at Pages II-2 and II-3)
|
|
|
|
|
99
|
Tompkins Financial Corporation Employee Stock Ownership Plan (incorporated by reference to Exhibit 99 to the registrant’s
Registration Statement on Form S-8 (SEC Registration No. 333-163977) filed on December 23, 2009).
|
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
Von Jul 2023 bis Jul 2024