As
filed with the Securities and Exchange Commission on August 3, 2015
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, Chief Operating Officer |
|
Alyssa Hochberg Fontaine, Esq. |
And Chief Financial Officer |
|
Harris Beach PLLC |
Tompkins Financial Corporation |
|
119 E. Seneca Street |
The Commons, P.O. Box 460 |
|
Ithaca, NY 14850 |
Ithaca, New York 14851 |
|
(607) 273-6444 |
|
|
|
(Name and Address of Agent For Service)
(607) 273-3210
(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 |
☒ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
|
(Do not check if a 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 |
$53.19 |
$5,319,000 |
$618.07 |
|
|
|
|
|
|
(1) |
The Registration Statement also includes an indeterminate number of additional shares that may become issuable pursuant to share splits, share dividends, antidilution provisions and other adjustments to the extent contemplated by the Tompkins Financial Corporation Employee Stock Ownership Plan (the “ESOP”). |
|
|
(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 July 30, 2015. |
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 and on Form S-8 (No. 333-184582) filed with the Securities and Exchange Commission on October 24, 2012, (together,
the “Prior Registration Statements”), 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]. The Prior Registration Statements,
relating to the same class of securities and the same plan, are currently effective. 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 |
|
|
|
|
23.1 |
Consent of KPMG LLP |
|
|
|
|
23.2 |
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 3rd day of August, 2015.
|
TOMPKINS FINANCIAL CORPORATION |
|
|
|
By: |
/s/ Stephen S. Romaine |
|
|
|
Stephen S. Romaine |
|
|
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/ Thomas R. Rochon
Thomas R. Rochon |
Chairman of the Board, Director |
July 30, 2015 |
S/ Stephen S. Romaine
Stephen S. Romaine |
President and Chief Executive Officer, Director
(Principal Executive Officer) |
July 30, 2015 |
/S/ James W. Fulmer
James W. Fulmer |
Vice Chairman, Director |
July 30, 2015 |
/S/ Francis M. Fetsko
Francis M. Fetsko |
Executive Vice President, Chief Financial Officer, Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer) |
July 30, 2015 |
/S/ John E. Alexander
John E. Alexander |
Director |
July 30, 2015 |
/S/ Paul J. Battaglia
Paul J. Battaglia |
Director |
July 30, 2015 |
/S/ Daniel J. Fessenden
Daniel J. Fessenden |
Director |
July 30, 2015 |
/S/ Carl E. Haynes
Carl E. Haynes |
Director |
July 30, 2015 |
/S/ Susan A. Henry
Susan A. Henry |
Director |
July 30, 2015 |
/S/ Patricia A. Johnson
Patricia A. Johnson |
Director |
July 30, 2015 |
/S/ Frank C. Milewski
Frank C. Milewski |
Director |
July 30, 2015 |
/S/ Sandra A Parker
Sandra A. Parker |
Director |
July 30, 2015 |
/S/ Michael H. Spain
Michael H. Spain |
Director |
July 30, 2015 |
/S/ Alfred J. Weber
Alfred J. Weber |
Director |
July 30, 2015 |
/S/ Craig Yunker
Craig Yunker |
Director |
July 30, 2015 |
EXHIBIT INDEX
5 |
Opinion of Harris Beach PLLC |
|
|
23.1 |
Consent of KPMG LLP |
|
|
23.2 |
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 Corporation S-8
EXHIBIT 5
99 Garnsey Road
Pittsford, NY 14534
(585) 419-8800
July 31, 2015
Tompkins Financial Corporation
The Commons, P.O. Box 460
Ithaca, New York 14851
Ladies and Gentlemen:
We have acted as counsel to Tompkins Financial Corporation, a New York corporation (the “Company”), in connection
with the filing of the Company’s registration statement on Form S-8 with the Securities and Exchange Commission on or about
the date of this opinion (the “Registration Statement”), under the Securities Act of 1933, as amended. The Registration
Statement is being filed in connection with the Company’s offering of up to 100,000 shares (the “Shares”)
of the Common Stock of the Company, par value $0.10 per share (the “Common Stock”), issuable pursuant to the
Company’s Employee Stock Ownership Plan (the “Plan”), in such amounts and upon such terms as are described
in the Plan.
In rendering this opinion, we have (i) examined the Registration Statement and the exhibits thereto, (ii) examined and relied upon
original, certified, conformed, photostat or other copies of the Certificate of Incorporation and Bylaws of the Company, each as
restated and/or amended to date, minutes of meetings and resolutions of the Board of Directors of the Company and such other documents
and records, and (iii) made such investigation of fact and such examination of law, all as we have deemed necessary and appropriate
in order to enable us to render the opinion set forth herein.
Based upon and subject to the foregoing and the qualifications set forth below, we are of the opinion that (i) the Shares have
been duly authorized for issuance, and (ii) the Shares, when issued as contemplated by the Plan, will be validly issued, fully
paid and non-assessable.
The opinion set forth above is subject to the following qualifications:
(a) We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to the originals of all documents submitted to us as copies and the authenticity of the originals of all such latter documents.
We have also assumed the accuracy of the factual matters contained in the documents we have examined.
(b) In connection with the rendering of this opinion, we express no opinion as to the applicability of, compliance with, or effect
of the laws of any states, or as to any matter subject to such laws, other than the laws of the State of New York.
(c) Our opinion is subject to and limited by (i) all applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors’ rights generally; and (ii) general equitable principles
regardless of whether such enforceability is considered in a proceeding at law or in equity.
(d) Our opinion is limited to the matters expressly set forth herein and no opinion is to be implied or inferred beyond the matters
expressly so stated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This opinion speaks only as
of the date hereof and is limited to present statutes, laws and regulations and to the facts, as they currently exist.
Very truly yours,
/s/ Harris Beach PLLC
HARRIS BEACH PLLC
Tompkins Financial Corporation S-8
EXHIBIT 23.1
Consent of Independent Registered Public Accounting
Firm
The Board of Directors
Tompkins Financial Corporation:
We consent to the use of our
reports dated March 16, 2015, with respect to the consolidated statements of condition of Tompkins Financial Corporation and subsidiaries
as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, cash flows, and changes
in shareholders’ equity for each of the years in the three-year period ended December 31, 2014, and the effectiveness of
internal control over financial reporting as of December 31, 2014, incorporated herein by reference.
/S/ KPMG LLP
Rochester, New York
August 3, 2015
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
Von Sep 2023 bis Sep 2024