Securities Registration: Employee Benefit Plan (s-8)
July 22 2016 - 12:36PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on July 22, 2016
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)
2009
EQUITY PLAN
(Full title of the plan)
Francis M. Fetsko
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with a copy to:
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Executive Vice President, CFO & COO
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Alyssa H. Fontaine, Esq., General Counsel
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Tompkins Financial Corporation
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Tompkins Financial Corporation
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The Commons, P.O. Box 460
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121 E. Seneca Street
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Ithaca, New York 14851
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Ithaca, New York 14850
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(607) 274-7685
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(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
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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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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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, $.10 par value
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700,000
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$69.27
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$48,489,000
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$
4,882.84
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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
antidilution provisions of the 2009 Equity Plan.
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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-MKT LLC on July 21, 2016.
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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 Statement on Form S-8 (No. 333-160738) filed with the Securities
and Exchange Commission on July 22, 2009, is being filed by the Registrant solely to register an additional 700,000 shares for
issuance under the Tompkins Financial Corporation 2009 Equity Plan, as amended through the date hereof. 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:
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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, Independent Registered Public Accounting Firm
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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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99.1
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Tompkins Financial Corporation 2009 Equity Plan (incorporated herein by reference to Exhibit 99 to the Registrant’s Registration Statement on Form S-8 (No. 333-160738), filed on July 22, 2009)
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99.2
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Amendment No. 1 to Tompkins Financial Corporation 2009 Equity Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on April 1, 2016)
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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 20
th
day of July, 2016.
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TOMPKINS FINANCIAL CORPORATION
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By:
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/s/ Francis M. Fetsko
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Francis M. Fetsko
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Executive Vice President, Chief Financial Officer and Chief Operating 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
Exchange 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
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Chairman of the Board
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July 20, 2016
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Thomas R. Rochon
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/s/ Stephen S. Romaine
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President and Chief Executive Officer, Director
(Principal Executive Officer)
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July 20, 2016
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Stephen S. Romaine
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/s/ James W. Fulmer
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Vice Chairman, Director
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July 20, 2016
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James W. Fulmer
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/s/ Francis M. Fetsko
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Executive Vice President, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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July 20, 2016
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Francis M. Fetsko
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/s/ John E. Alexander
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Director
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July 20, 2016
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John E. Alexander
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/s/ Paul J. Battaglia
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Director
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July 20, 2016
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Paul J. Battaglia
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/s/ Daniel J. Fessenden
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Director
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July 20, 2016
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Daniel J. Fessenden
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/s/ Carl E. Haynes
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Director
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July 20, 2016
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Carl E. Haynes
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/s/ Susan A. Henry
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Director
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July 20, 2016
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Susan A. Henry
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/s/ Patricia A. Johnson
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Director
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July 20, 2016
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Patricia A. Johnson
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/s/ Frank C. Milewski
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Director
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July 20, 2016
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Frank C. Milewski
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/s/ Sandra A. Parker
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Director
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July 20, 2016
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Sandra A. Parker
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/s/ Michael H. Spain
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Director
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July 20, 2016
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Michael H. Spain
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/s/ Alfred J. Weber
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Director
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July 20, 2016
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Alfred J. Weber
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/s/ Craig Yunker
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Director
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July 20, 2016
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Craig Yunker
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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, Independent Registered Public Accounting Firm
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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 2009 Equity Plan (incorporated herein by reference to Exhibit 99 to the Registrant’s Registration Statement on Form S-8 (No. 333-160738), filed on July 22, 2009)
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99.1
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Amendment No. 1 to Tompkins Financial Corporation 2009 Equity Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on April 1, 2016)
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