As filed with the Securities and Exchange Commission on October 29, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Financial Institutions, Inc.
(Exact name of registrant as specified in its charter)
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New York
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16-0816610
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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220 Liberty Street,
Warsaw, New York
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14569
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(Address of Principal Executive Offices)
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(Zip Code)
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Financial Institutions, Inc. Amended and Restated 2015 Long-Term Incentive Plan
(Full title of the plans)
Samuel J.
Burruano Jr.
Executive Vice President, Chief Legal Officer and Corporate Secretary
220 Liberty Street
Warsaw, New York 14569
(Name and address of agent for service)
(585) 786-1100
(Telephone number, including area code, of agent for service)
Copies to:
Craig
S. Wittlin, Esq.
Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604
(585) 232-6500
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.
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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, $0.01 par value per share
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734,000
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$31.40
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$23,047,600
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$2,137
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall be deemed to cover any additional securities that may from time to time result from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act. The price per share and aggregate offering prices are calculated on the basis of $31.40, the average of the high and low price of the registrants Common Stock as reported on the Nasdaq Global Select Market on October 27,
2021.
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(3)
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This Registration Statement registers an additional 734,000 shares under the amendment and restatement of our
2015 Long-Term Incentive Plan (the Plan). We registered 458,694 shares for issuance under the original 2015 Long-Term Incentive Plan pursuant to a Registration Statement on Form S-8 (File No. 333-204446) on May 26, 2015.
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