TMP Tompkins Financial Corporation

 

 

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 3^rd 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