What Fees Are
Involved?
There is no
enrollment fee to participate in the Plan. Tompkins Financial will pay service
fees and brokerage commissions for both initial and optional cash investments.
However, a brokerage commission of $.10 per share will be automatically
deducted from your proceeds when you sell shares held in your Plan account. For
first-time purchases by investors who are not already registered holders of our
common stock on the records of American Stock Transfer & Trust Company, our
transfer agent, the minimum initial investment amount is $100. The minimum
amount for additional investments, and for initial investments by our existing,
registered shareholders who deposit their shares into the Plan, is $50. The
maximum investment per year you can make under the Plan is $100,000. (Like
other provisions of the Plan, these limits are subject to change from time to
time.)
How Can I Reinvest My
Dividends?
You can choose
to reinvest all or a portion of the dividends paid on the shares of our common
stock that are registered in your name under the Plan. All dividends on shares
in your Plan account will be reinvested, including those attributable to
fractional shares in your account, net of any applicable tax withholding.
Purchase of the additional shares will be made as soon as practicable after the
dividend payment date. Unless you indicate otherwise on the Plan Enrollment Application,
your dividends will be reinvested automatically. If you choose not to reinvest
any of your dividends, the Plan Administrator will remit the net dividends
directly to you in cash at the same time as they are paid to other
shareholders. We will pay all service and brokerage commissions associated with
the reinvestment of dividends under the Plan.
If you choose
to receive cash dividends on all your shares, your cash dividends can be wired
directly to your bank account. In order to take advantage of this option, your
bank or financial institution must be a part of Automated Clearing House, or
ACH. If you are interested in this option, please call the Plan Administrator
at (877) 573-4008 and request forms for Direct Deposit of Dividends.
You can change
your dividend reinvestment instructions at any time by sending a new Plan
Enrollment Application to the Plan Administrator. Any instruction changes must
be received by the Plan Administrator on or before the record date for that
dividend.
How Does the Plan
Administrator Purchase the Shares?
The Plan
Administrator will commingle cash contributions and net dividends from all
participants to purchase shares of our common stock either (a) in the open
market on the NYSE-Amex, or on whatever other exchange we may in the future
choose for the trading of our common stock, or (b) if Tompkins Financial so
determines, directly from Tompkins Financials authorized but unissued shares.
The Plan Administrator usually makes purchases through a broker. Your account
will be credited for the full and fractional shares purchased on your behalf.
For optional cash contributions, purchases are made at least weekly, and
depending on the volume, as frequently as daily, for open market purchases. If
shares are purchased directly from the Company, they will be purchased once per
week, on Fridays, or on the next business day on which shares are traded if such
Friday is not a trading day.
No interest will be paid to
Plan participants on funds held by the Administrator pending investment or
settlement.
How Will the Purchase
Price be Determined for Shares Purchased Under the Plan?
The price per
share of our common stock cannot be determined until a particular purchase is
completed. The purchase price for shares of common stock purchased for the Plan
in the open market will be the average price paid for all shares purchased
(i.e., the aggregate purchase price divided by the aggregate number of shares
purchased) by the Plan Administrator for the Plan during the applicable
investment period.
The purchase
price for shares of common stock purchased directly from Tompkins Financial by
the Plan Administrator for the Plan will be the average of the high and low
sale prices reported at the close of market on the NYSE-Amex, or on whatever
other exchange we may in the future choose for the trading of our common stock,
for the last market day prior to the date of purchase.
The Plan
Administrator will send your transaction advice as soon as practicable after
each investment showing the relevant purchase price and the number of shares
credited to your account. You may also view your transaction history online. In
addition, you will receive a quarterly statement showing all year-to-date
transaction activity. You should retain these documents for tax purposes.
For your
convenience, account statements and transaction confirmation notices will have
tear-off forms that can be filled out with your instructions regarding change
of address, certificate issuance, optional cash purchase, certificate deposit,
sale request, and account termination. Your instructions will be honored as
soon as practicable after the Plan Administrator receives them in acceptable
form.
How Does the Plan
Provide for Safekeeping of Certificates?
If you already
own shares of our common stock in certificated form - meaning you actually hold
the physical certificates representing those shares - you may elect to deposit
the stock certificates into your Plan account for safekeeping with the Plan
Administrator. These shares will be credited to your account in book-entry
form. You may, however, request a new stock certificate at any time. We will
pay all fees for issuing or canceling certificates under the Plan.
9
To deposit
certificates, simply send them to the Plan Administrator along with your
completed, signed Plan Enrollment Application or a signed tear-off portion of
your statement or transaction confirmation notice. The certificates and Plan
Enrollment Application should be insured for 2% of the total value of the
shares to protect against loss in transit, and must either be endorsed on the
back or be accompanied by a signed stock power signed by all owners of the
shares.
May I Resell My
Shares?
You may
instruct the Plan Administrator to sell any or all shares of our common stock
held in your account. Simply complete and sign the tear-off portion of your
account statement or transaction confirmation notice and mail it to the Plan
Administrator. Be certain that all participants named on the account sign the instructions.
Signatures should be guaranteed by a bank, broker or financial institution
which is a member of the Medallion Signature Guarantee Program. If you have
questions, you may call the Plan Administrators toll-free number
(1-877-573-4008) or access its website at www.amstock.com.
As with
purchases, the Plan Administrator aggregates all sale requests for our common
stock and then sells the total number of shares on the open market through a
broker. The Plan Administrator makes these sales at least weekly, and depending
on volume, may make sales as frequently as daily. The sale price per share will
be the average price received for all shares sold (i.e., the aggregate sale
price divided by the aggregate number of shares sold) by the Plan Administrator
for the Plan on the sale date. The proceeds of the sale, less a brokerage
commission of $.10 per share, will be sent to you by check within four days
following the sale.
You should be aware that the trading price
for our common stock may fall or rise during the period between your request
for sale, the Plan Administrators receipt of that request, and the ultimate
sale of shares on the open market. Instructions sent to the Plan Administrator
to sell shares may not be rescinded.
Can I Request a Stock
Certificate?
You may at any
time request the Plan Administrator to issue you a physical certificate for
some or all of the shares held in your Plan account. Just fill out and sign the
tear-off portion of your account statement or transaction confirmation notice
and send it to the Plan Administrator at the address on page 11, go to
www.amstock.com and log into your account, or call the Plan Administrators
toll-free telephone number (1-877-573-4008) for further information.
How Can I Transfer
Shares to Other Accounts?
You may give
shares from your Plan account to others as gifts at any time. Transfers by gift
can be made in book-entry form or by delivery of the actual certificates
representing the shares. To make a gift of shares of our common stock, contact the
Plan Administrator at its toll free number (1-877-573-4008).
You may also
make a book-to-book transfer of shares of our common stock, which involves
transferring shares from your Plan account to a new participants Plan account.
To make a book-to-book transfer, you must call the Plan Administrator at its
toll-free telephone number (1-877-573-4008) to request a copy of this Plan
prospectus and a Plan Enrollment Application, then complete the Plan Enrollment
Application, providing the full registration name, address and social security
number of the new participant or participants.
The completed
Plan Enrollment Application should be sent along with a written request
indicating the number of shares, full and fractional, which should be
transferred to the new participant. If the shares are held by more than one
person, all participants named on the current account should sign the
instructions, and their signatures should be guaranteed by a bank, broker or
financial institution which is a member of the Medallion Signature Guarantee
Program.
Unless you
direct otherwise on the Plan Enrollment Application, the Plan Administrator
will enroll the transferred shares for automatic dividend reinvestment.
How Can I Terminate
My Participation in the Plan?
You may withdraw
from the Plan at any time by submitting a notice of termination to American
Stock Transfer & Trust Company. Just mail in the tear-off portion of any
account statement or transaction advice, properly completed with your
withdrawal instructions. Upon withdrawal, the Plan Administrator will issue you
a certificate for the full number of shares held in your Plan account, and any
fractional shares held in the Plan will be sold on the open market.
Alternatively, you may direct the Plan Administrator to sell any or all of the
shares in your account. If the total number of shares in your Plan account is
less than one share, any remaining fractional shares will be sold and your
account closed. You will receive a check for the proceeds from the sale of any
shares from your Plan account based on the current market value, less a $.10
per share brokerage commission and a service fee of $15.00. After your account
is closed, cash dividends on any shares you hold in certificated form will be
sent to you at the address you provide, or automatically deposited in your bank
account in accordance with your instructions.
10
How Do I Contact the
Plan Administrator?
The Plan is
administered by American Stock Transfer & Trust Company, LLC, our transfer
agent. To obtain enrollment information, including a prospectus and Plan
Enrollment Application, or to obtain information concerning your account if you
are an existing participant, or for sales, liquidations, transfers, withdrawals
or optional cash contributions, please contact the Plan Administrator, either
at its toll free number:
1-877-573-4008
or by
accessing its website, at: www.amstock.com. Tompkins Financial disclaims
any responsibility for information contained on the Plan Administrators
website other than the Plan prospectus.
You may also
write to the Plan Administrator at:
|
|
|
|
Mailing
address:
|
American
Stock Transfer & Trust Company, LLC
|
|
|
Attention:
Dividend Reinvestment Department
|
|
|
P.O. Box 922
|
|
|
Wall Street
Station
|
|
|
New York,
New York 10269-0560
|
Prior to
forwarding instructions to enroll in the Plan, please read the information
contained in Terms and Conditions of the Plan Summary of Plan Services and
Fees to Participants.
11
TERMS AND
CONDITIONS OF THE PLAN
1
. Introduction.
The Tompkins
Financial Corporation Dividend Reinvestment and Stock Purchase and Sale Plan
(the Stock Purchase Plan or the Plan) provides registered holders of
Tompkins Financial Corporation common stock and other interested first-time
investors with a simple, economical and convenient way of investing in our
common stock. The Stock Purchase Plan is sponsored by Tompkins Financial
Corporation (Tompkins Financial), and is administered by American Stock
Transfer & Trust Company, LLC (the Plan Administrator). Enrollment in the
Stock Purchase Plan is voluntary. You may not be able to enroll in the Plan if
you reside in certain countries. If you reside outside the United States, you
should determine whether you are subject to any governmental regulation
prohibiting your participation in the Plan.
2.
Important Notice.
Neither we nor
the Plan Administrator offers advice or makes any recommendation with respect
to the purchase or sale of Tompkins Financial Corporation common stock or any
other security. Any decision to purchase or sell must be made by you based on
your own research and judgment or after consultation with a professional
advisor.
3.
Eligibility.
If you are
already a registered holder of our common stock, you are automatically eligible
to participate in the Plan. Your initiation of a transaction, including
optional cash payments, dividend reinvestment, depositing certificates into the
Plan and/or selling or purchasing shares under the Plan, will establish an
agency relationship between you and the Plan Administrator.
4.
Share Purchases and Sales.
All purchases
and sales of shares under the Plan will be made by the Plan Administrator
either (a) in the open market on the NYSE-Amex, or on whatever other exchange
we may in the future choose for the trading of our common stock, or (b) if
Tompkins Financial so determines, directly from Tompkins Financials authorized
but unissued shares. Unless directed otherwise by Tompkins Financial, the Plan
Administrator will usually make open market purchases and sales of our common
stock under the Plan through a broker.
The purchase
price for shares of common stock purchased for the Plan in the open market will
be the average price paid for all shares purchased (i.e., the aggregate
purchase price divided by the aggregate number of shares purchased) by the Plan
Administrator for the Plan during the applicable investment period.
The purchase
price for shares of common stock purchased directly from Tompkins Financial by
the Plan Administrator for the Plan will be the average of the high and low
sale prices reported at the close of market by the NYSE-Amex, or on whatever
other exchange we may in the future choose for the trading of our common stock,
for the last market day prior to the date of purchase.
When you sell
shares under the Plan, the Plan Administrator will send you the net proceeds of
the sale, less brokerage commissions of $.10 per share and a service fee of
$15.00 if the sale represents a termination of your participation in the Plan,
by check following the sale. The sale price per share will be the average price
received for all shares sold (i.e., the aggregate sale price divided by the
aggregate number of shares sold) by the Plan Administrator for the Plan on the
sale date.
You will
receive a written confirmation notice after each purchase or sale transaction.
You will also receive timely dividend reinvestment statements showing detailed
activity for the current year. No interest will be paid to Plan participants on
funds held by the Administrator pending investment or settlement.
5.
Optional Cash Payments and Reinvestment of Dividends.
The Plan
Administrator will usually make purchases associated with optional cash
investments in our common stock at least weekly, but may make purchases as
often as daily, depending on the volume of transactions under the Plan.
If shares are purchased directly from the Company, they will be purchased once
per week, on Fridays, or on the next day on which shares are traded if such
Friday is not a trading day.
Following your instructions, reinvestment of dividends will take place as soon
as practicable on or after the payment of the dividend. Tompkins Financial
Corporation common stock purchased will be credited to your account in
book-entry form. You may receive a physical stock certificate representing the
shares in your Plan account only upon your request. Cash payments may not be
accepted by the Plan Administrator if you impose any restriction with respect to
the number of shares to be purchased, the price at which the shares are to be
purchased, or the time when the purchase is to be made.
12
6.
Distribution of Dividends.
Any stock
dividends or stock-split shares distributed by Tompkins Financial will be
credited directly into your Plan account. This includes distributions
calculated from shares held in the Plan in book-entry form as well as any
shares registered in your name. Any rights or shares to be distributed as a
result of any rights agreement or similar arrangement will be distributed in a
similar manner. Transaction processing may be temporarily suspended during the
latter type of extraordinary distributions.
7.
Safekeeping of Certificates.
You may at any
time deposit physical certificates representing other shares of our common
stock, not acquired under the Plan, for safekeeping in your name under the
Plan.
8.
Requests for Certificates or Transfer of Shares.
You may at any
time request that a physical certificate be issued for all or some of the
shares held in your Plan account. In addition, you may always request to
transfer the shares in your Plan account. Instructions for these transactions
are available from the Plan Administrator.
9.
Proxy Voting/Annual Meetings.
You may vote
all shares, full and fractional, held in your Plan account, whether they are
held in book-entry form or in certificated form. You will receive Tompkins
Financial Corporations Notice of Annual Meeting, Proxy Statement, a form of
proxy and Annual Report on Form 10-K at the same time as other holders of our
common stock.
10.
Tax Reporting.
All stock
sales and reinvested dividends are subject to federal income tax reporting. It
is solely your responsibility to determine the tax consequences of these sales
and dividends, and you should consult a tax advisor for that purpose.
11.
Modification.
The Plan
Administrator and Tompkins Financial each reserve the right to modify the Plan,
including the right to change the applicable fees or terminate the Plan upon
written notice to participants. In addition, the Plan Administrator reserves
the right to interpret and administer the Plan as it deems necessary or
desirable in connection with its operation. As long as you are a participant in
the Plan, you will receive a supplemental or revised prospectus before any
material changes to the Plan become effective.
12.
Liability.
Neither
Tompkins Financial nor the Plan Administrator will be liable for any act taken
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability (a) arising out of failure to terminate your
account, sell shares in the Plan, or invest optional cash payments or dividends
without receipt of proper documentation and instructions, or (b) with respect
to the prices at which shares are purchased or sold for your account and the
time those purchases or sales are made, including price fluctuation in market
value after those purchases or sales.
13.
Governing Law.
These Terms
and Conditions of the Plan are governed by the laws of the State of New York.
The securities held in Plan accounts for Plan participants are not subject to
protection under the Securities Investor Protection Act of 1970.
13
14.
Summary of Plan Services and Fees to Participants.
In most cases
Tompkins Financial will pay the fees and expenses to operate the Plan. However,
you will be responsible for payment of some administrative service fees and
brokerage commissions.
|
|
|
|
Optional Cash Investments
|
|
|
Service fees
|
Paid by
Tompkins Financial
|
|
Brokerage Commission of $0.10 per share
|
Paid by
Tompkins Financial
|
|
|
|
|
Reinvestment of Dividends
|
|
|
Service fees
|
Paid by
Tompkins Financial
|
|
Brokerage Commission of $0.10 per share
|
Paid by
Tompkins Financial
|
|
|
|
|
Sale of Shares
|
|
|
Service fees
|
Paid by
Tompkins Financial
|
|
Brokerage Commission of $0.10 per share
|
Paid by participant
|
|
|
|
|
Deposit of Certificates for Safekeeping
|
Paid by
Tompkins Financial
|
|
|
|
|
Termination - $15.00 Service Fee
|
Paid by participant
|
|
|
|
|
Printing,
Mailing, Telephone and Other Administrative Expenses
|
Paid by
Tompkins Financial
|
|
|
|
|
Minimum and Maximum Cash Investments
|
|
|
Initial
minimum investment from non-holders
|
$100
|
|
Minimum
investment from existing holders
|
$50
|
|
Maximum
investment per year
|
$100,000
|
14
WHERE YOU CAN
FIND MORE INFORMATION
We have filed
with the Securities and Exchange Commission (the SEC) a registration
statement on Form S-3 to register the Tompkins Financial common stock to be
issued under the Plan. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in the registration statement or
the exhibits thereto. The registration statement, including its exhibits and
schedules, contains additional relevant information about Tompkins Financial
Corporation and its common stock. This prospectus is a part of that
registration statement.
In addition,
we file reports, proxy statements and other information with the SEC. You may
read and copy any report, statement or other information that we file with the
SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
from commercial document retrieval services and at the website maintained by
the SEC at http://www.sec.gov. In addition, we maintain a website at
http://www.tompkinsfinancial.com where you can obtain copies the documents we
file electronically with the SEC. Information on our website does not
constitute part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We are
permitted to incorporate by reference into this prospectus the information we
file with the SEC. This means that we can disclose important information to you
by referring to those other documents, both documents filed in the past and
documents to be filed in the future. The information incorporated by reference
is considered to be part of this prospectus, and later information we file with
the SEC will update and supersede this information. The documents listed below
and any future filings made by Tompkins Financial Corporation with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act) until the Plan is terminated comprise the
incorporated documents:
|
|
(a)
|
Our Annual
Report on Form 10-K for the year ended December 31, 2008;
|
|
|
(b)
|
Our
Definitive Proxy Statement on Schedule 14A filed on April 9, 2009;
|
|
|
(c)
|
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30,
2009;
|
|
|
(d)
|
Our Current
Reports on Form 8-K filed on January 30, 2009, February 4, 2009, April 16,
2009, May 1, 2009, May 20, 2009, and July 24, 2009; and
|
|
|
(e)
|
The
description of our common stock contained in our Registration Statement on
Form 8-A filed under Section 12 of the Exchange Act on January 30, 1997, File
No. 1-12709, including any amendment or report filed for purposes of updating
such description.
|
We are not
incorporating by reference any information furnished under Items 2.02 or 7.01
of any Current Report on Form 8-K unless we expressly indicate otherwise by
reference to those Items. At your request, we will send you, at no charge, a
copy of any or all of these incorporated documents. Exhibits to the documents
will not be sent, however, unless those exhibits have been specifically
incorporated by reference in this prospectus. Written requests should be
directed to Shareholder Relations, Tompkins Financial Corporation, P.O. Box
460, The Commons, Ithaca, New York 14851. Telephone requests for copies may be
directed to: (607) 256-3210.
USE OF
PROCEEDS
We do not know
either the number of shares of common stock that will be ultimately sold under
the Plan nor the prices at which such shares will be sold. We will receive
proceeds from the purchase of shares of our common stock through the Plan only
to the extent that such purchases are made directly from us and not from open
market purchases by the Plan Administrator. We intend to use the net proceeds
from the sale of such shares of our common stock for general corporate purposes
and capital enhancement.
PLAN OF
DISTRIBUTION
Except to the
extent the Plan Administrator purchases shares under the Stock Purchase Plan in
the open market, the common stock acquired under the Plan will be sold directly
by us through the Plan. Tompkins Financial will pay all costs of administration
of the Plan. You will not be charged any brokerage commissions or other fees or
expenses in connection with the purchase of shares under the Plan. You will,
however, be charged a brokerage fee of $.10 per share sold, and a $15.00
service fee upon termination of your participation under the Plan.
15
INDEMNIFICATION
As permitted
by law, directors and officers of Tompkins Financial are entitled to
indemnification under certain circumstances against liabilities and expenses
incurred in connection with legal proceedings in which they become involved as
a result of serving in such capacity. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Tompkins Financial pursuant to the
foregoing provisions, Tompkins Financial has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
LEGAL MATTERS
Certain legal
matters relating to the Plan and this prospectus have been reviewed for
Tompkins Financial by Harris Beach PLLC. Edward C. Hooks, a member of Harris
Beach PLLC and a former director of Tompkins Financial, owns shares of our
common stock. The aggregate number of shares beneficially owned by Mr. Hooks
equals less than 1% of our issued and outstanding shares of common stock as of
the date of this prospectus.
EXPERTS
The
consolidated financial statements of Tompkins Financial and subsidiaries as of
December 31, 2008, and 2007, and for each of the years in the three-year period
ended December 31, 2008, and managements assessment of the effectiveness of
our internal control over financial reporting as of December 31, 2008,
which are included in our Annual Report on Form 10-K for the year ended December
31, 2008, have been incorporated by reference in this prospectus and the
registration statement in reliance upon the reports of
KPMG LLP, independent registered public
accountants,
incorporated by reference herein and upon the authority of said firm as experts
in accounting and auditing.
In deciding
whether you will participate in the Plan and purchase shares of our common
stock through the Plan, you should rely on this prospectus, any prospectus
supplement, and the incorporated Tompkins Financial documents. We have not
authorized anyone to provide you with different or additional information.
16
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following
table sets forth the costs and expenses, other than underwriting discounts and
commissions, payable by Tompkins Financial in connection with the sale of its
common stock being registered hereby. All amounts are estimates except the
Securities and Exchange Commission registration fee.
|
|
|
|
|
SEC
Registration Fee
|
|
$
|
|
|
|
|
|
|
|
Legal and
Accounting Fees and Expenses
|
|
$
|
10,000.00
|
|
|
|
|
|
|
Printing
Expenses
|
|
$
|
2,000.00
|
|
|
|
|
|
|
Miscellaneous
|
|
$
|
1,000.00
|
|
|
|
|
|
|
TOTAL
|
|
$
|
8,000.00
|
|
ITEM 15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections
721-725 of the New York Business Corporation Law generally provide for or
permit a corporation to indemnify its directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and the reasonable belief that the particular action
was in, or not opposed to, the best interests of the corporation.
The
registrants certificate of incorporation and bylaws provide that directors and
officers of the registrant shall be indemnified, to the fullest extent
permitted by the Business Corporation Law, against judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys fees) incurred
by them in connection with actions to which they are, or are threatened to be
made, parties. If a director or officer is not successful in the defense of an
action, he or she is entitled to indemnification, under the registrants bylaws
and the relevant provisions of law, if ordered by a court or if the board of
directors, acting upon the written opinion of independent counsel, determines
that the director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the registrant and, in
criminal actions, had no reasonable cause to believe his conduct was unlawful.
In connection with actions by or in the right of the registrant (derivative
suits) as to which the director or officer is not successful, indemnification
is permitted for expenses and amounts paid in settlement only if and to the
extent that a court of competent jurisdiction deems proper, and indemnification
for adverse judgments is not permitted.
Under the
registrants certificate of incorporation and applicable provisions of law, the
board of directors or the registrant may advance expenses to a director or
officer before final disposition of an action or proceeding upon receipt of an
undertaking by the director or officer to repay the amount advanced if he or
she is ultimately found not to be entitled to indemnification with respect
thereto.
The
registrants certificate of incorporation also provides that, to the fullest
extent permitted by law, subject only to the express prohibitions on
limitations of liability set forth in Section 402(b) of the Business
Corporation Law, a director of the registrant shall not be liable to the
registrant or its shareholders for monetary damages for any breach of duty as a
director.
As permitted
by the Business Corporation Law, the registrant has purchased insurance
policies which provide for coverage for its directors and officers in certain
situations where the Company cannot directly indemnify such directors or
officers.
II-1
ITEM 16. EXHIBITS.
|
|
|
|
|
Exhibit
Number
|
|
Title of Exhibit
|
|
|
|
|
|
5
|
|
Opinion of
Harris Beach PLLC
|
|
|
|
|
|
23.1
|
|
Consent of
KPMG LLP
|
|
|
|
|
|
23.2
|
|
Consent of
Harris Beach PLLC (contained in the opinion filed as Exhibit 5 to this
Registration Statement)
|
ITEM 17.
UNDERTAKINGS.
|
|
(a)
|
The
registrant hereby undertakes:
|
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the Securities Act);
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement;
provided, however,
that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the Exchange Act), that
are incorporated by reference in this Registration Statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the
Registration Statement.
(2) That,
for the purposes of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to
any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the Registration Statement as of the date the filed prospectus
was deemed part of and included in the Registration Statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the Registration Statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the Registration
Statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a Registration Statement or prospectus
that is part of the Registration Statement or made in a document incorporated
or deemed incorporated by reference into the Registration Statement or
prospectus that is part of the Registration Statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such
document immediately prior to such effective date.
II-2
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this Registration Statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrants annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
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-3 and has duly caused this Post-Effective Amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ithaca, State of New York, on August 31, 2009.
|
|
|
|
TOMPKINS FINANCIAL CORPORATION
|
|
|
|
|
By:
|
/s/
STEPHEN S. ROMAINE
|
|
|
|
|
|
Stephen S. Romaine
|
|
|
|
|
|
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
*________________
|
|
Chairman of the Board
|
|
August 31, 2009
|
|
James J. Byrnes
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
President and Chief
Executive Officer, Director
(Principal Executive Officer)
|
|
August 31, 2009
|
|
Stephen S. Romaine
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Vice Chairman, Director
|
|
August 31, 2009
|
|
James W. Fulmer
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Vice Chairman, Director
|
|
August 31, 2009
|
|
Thomas R. Salm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Executive Vice President,
Chief Financial Officer
and Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
|
August 31, 2009
|
|
Francis M. Fetsko
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Russell K. Achzet
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
John E. Alexander
|
|
|
|
|
|
|
|
|
|
|
|
________________
|
|
Director
|
|
|
|
Daniel J. Fessenden
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Reeder D. Gates
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
James R. Hardie
|
|
|
|
|
II-4
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Elizabeth W. Harrison
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Carl
E. Haynes
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Patricia
A. Johnson
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Hunter
R. Rawlings III
|
|
|
|
|
|
|
|
|
|
|
|
________________
|
|
Director
|
|
|
|
Thomas
R. Rochon
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
William
D. Spain, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Michael
H. Spain
|
|
|
|
|
|
|
|
|
|
|
|
*________________
|
|
Director
|
|
August 31, 2009
|
|
Craig
Yunker
|
|
|
|
|
|
|
*/s/
Stephen S. Romaine
|
|
|
|
Stephen
S. Romaine, as Attorney-in-Fact
|
II-5
EXHIBIT
INDEX
|
|
|
Exhibit
Number
|
|
Title of Exhibit
|
|
|
|
|
|
|
5
|
|
Opinion of
Harris Beach PLLC
|
|
|
|
23.1
|
|
Consent of
KPMG LLP
|
|
|
|
23.2
|
|
Consent of
Harris Beach PLLC (contained in the opinion filed as Exhibit 5 to this
Registration Statement)
|
II-6
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tompkins Financial (AMEX:TMP)
Historical Stock Chart
From Jul 2023 to Jul 2024