As filed with the Securities and Exchange Commission on October 24, 2012

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 and Chief Financial Officer   Thomas E. Willett, Esq.
Tompkins Financial Corporation   Harris Beach PLLC
The Commons, P.O. Box 460   99 Garnsey Road
Ithaca, New York 14851   Pittsford, New York 14534
    (585) 419-8800

(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 x
  Non-accelerated filer £   Smaller reporting company £
  Do not check if 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 $39.93 $3,993,000 $544.65

  

  

(1)The Registration Statement also includes an indeterminate number of additional shares that may become issuable pursuant to antidilution provisions of the plan.
   
(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 October 22, 2012.

  

 
 

  

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, 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]. 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:

 

5Opinion of Harris Beach PLLC
   
23.1Consent of KPMG LLP
   
23.2Consent of Grant Thornton LLP
   
23.3Consent of ParenteBeard LLC
   
23.4Consent of Harris Beach PLLC (included in Exhibit 5)
   
 24Power of Attorney (included at Pages II-2 and II-3)
   
 99Tompkins 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 24th day of October, 2012.

 

 

    TOMPKINS FINANCIAL CORPORATION
     
    By: /s/Stephen S. Romaine
    Name Stephen S. Romaine
    Title: 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/ James J. Byrnes

James J. Byrnes

Chairman of the Board, Director October 24, 2012

/s/ Stephen S. Romaine

Stephen S. Romaine

President and Chief Executive Officer, Director
(Principal Executive Officer)
October 24, 2012

/s/ James W. Fulmer

James W. Fulmer

Vice Chairman, Director October 24, 2012

/s/ Francis M. Fetsko

Francis M. Fetsko

Executive Vice President, Chief Financial Officer, Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer) October 24, 2012

/s/ John E. Alexander

John E. Alexander

Director October 24, 2012

/s/ Paul J. Battaglia

Paul J. Battaglia

Director October 24, 2012

 

 
 

 

 

/s/ Daniel J. Fessenden

Daniel J. Fessenden

Director October 24, 2012

/s/ Reeder D. Gates

Reeder D. Gates

Director October 24, 2012

/s/ James R. Hardie

James R. Hardie

Director October 24, 2012

/s/ Carl E. Haynes

Carl E. Haynes

Director October 24, 2012

/s/ Susan A. Henry

Susan A. Henry

Director October 24, 2012

/s/ Patricia A. Johnson

Patricia A. Johnson

Director October 24, 2012

/s/ Frank C. Milewski

Frank C. Milewski

Director October 24, 2012

/s/ Sandra A. Parker

Sandra A. Parker

Director October 24, 2012

/s/ Thomas R. Rochon

Thomas R. Rochon

Director October 24, 2012

/s/ Michael H. Spain

Michael H. Spain

Director October 24, 2012

/s/ William D. Spain, Jr.

William D. Spain, Jr.

Director October 24, 2012

/s/ Alfred J. Weber

Alfred J. Weber

Director October 24, 2012

/s/ Craig Yunker

Craig Yunker

Director October 24, 2012

 

 
 

 

EXHIBIT INDEX

 

5Opinion of Harris Beach PLLC
   
23.1Consent of KPMG LLP
   
23.2Consent of Grant Thornton LLP
   
23.3Consent of ParenteBeard LLC
   
23.4Consent of Harris Beach PLLC (included in Exhibit 5)
   
 24Power of Attorney (included at Pages II-2 and II-3)
   
 99Tompkins 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).