Securities Registration: Employee Benefit Plan (s-8)
01 Februar 2019 - 3:45PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on
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February 1, 2019
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SEC
Registration No.
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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.)
118
E. Seneca St.
Ithaca,
New York 14851
(Address
of Principal Executive Offices) (Zip Code)
TOMPKINS
FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN [ESOP]
(Full
title of the plan)
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Francis
M. Fetsko
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with
a copy to:
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Executive
Vice President, Chief Operating Officer
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Alyssa
H. Fontaine, Esq.
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And
Chief Financial Officer
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EVP
& General Counsel
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Tompkins
Financial Corporation
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Tompkins
Financial Corporation
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P.O.
Box 460
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P.O.
Box 460
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Ithaca,
New York 14851
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Ithaca,
New York, 14851
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(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, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging
Growth Company
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☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price per
share
(2)
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Proposed
maximum
aggregate
offering
price
(2)
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Amount
of
registration
fee
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Common
Stock, $0.10 par value
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125,000
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$73.86
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$9,232,500
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$1,118.98
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(1)
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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”).
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(2)
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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 American on January 28, 2019.
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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 Statements on Form S-8 (No. 333-163977),
filed with the Securities and Exchange Commission on December 23, 2009; (No. 333-184582), filed with the Securities and Exchange
Commission on October 24, 2012; (No. 333-206043), filed with the Securities and Exchange Commission on August 3, 2015 (together,
the “Prior Registration Statements”), is being filed by the Registrant solely to register an additional 125,000 shares
for issuance under the Tompkins Financial Corporation Employee Stock Ownership Plan [ESOP]. The Prior Registration Statements
relate to the same class of securities and the same plan. 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.
EXHIBIT
INDEX
The
following exhibits are filed with this Registration Statement:
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5
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Opinion
of Harris Beach PLLC
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23.1
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Consent
of KPMG LLP
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23.2
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Consent
of Harris Beach PLLC (included in Exhibit 5)
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24
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Power
of Attorney (included at Pages II-2 and II-3)
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99
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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).
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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 January, 2019.
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TOMPKINS
FINANCIAL CORPORATION
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By:
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/s/ Stephen S. Romaine
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Stephen
S. Romaine
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Chief
Executive Officer
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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
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Capacity
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Date
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/S/ Thomas R. Rochon
Thomas
R. Rochon
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Chairman
of the Board, Director
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January
24, 2019
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/S/
Stephen S. Romaine
Stephen
S. Romaine
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President
and Chief Executive Officer, Director
(Principal Executive Officer)
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January
24, 2019
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/S/
James W. Fulmer
James
W. Fulmer
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Vice
Chairman, Director
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January
24, 2019
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/S/
Francis M. Fetsko
Francis
M. Fetsko
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Executive
Vice President, Chief Financial Officer, Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)
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January
24, 2019
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/S/
John E. Alexander
John
E. Alexander
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Director
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January
24, 2019
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/S/
Paul J. Battaglia
Paul
J. Battaglia
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Director
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January
24, 2019
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/S/
Daniel J. Fessenden
Daniel
J. Fessenden
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Director
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January
24, 2019
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/S/
Susan A. Henry
Susan
A. Henry
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Director
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January
24, 2019
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/S/
Patricia A. Johnson
Patricia
A. Johnson
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Director
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January
24, 2019
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/S/
Frank C. Milewski
Frank
C. Milewski
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Director
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January
24, 2019
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/S/
Michael H. Spain
Michael
H. Spain
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Director
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January
24, 2019
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/S/
Alfred J. Weber
Alfred
J. Weber
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Director
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January
24, 2019
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/S/
Craig Yunker
Craig
Yunker
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Director
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January
24, 2019
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EXHIBIT
INDEX
5
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Opinion
of Harris Beach PLLC
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23.1
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Consent
of KPMG LLP
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23.2
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Consent
of Harris Beach PLLC (included in Exhibit 5)
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24
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Power
of Attorney (included at Page II-2)
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99
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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).
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