As filed with the Securities and Exchange Commission on October 31, 2023
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.)
118 E. Seneca Street, P.O. Box 460
Ithaca, New York 14851
(Address of Principal Executive Offices) (Zip Code)
2019 EQUITY INCENTIVE PLAN
(Full title of the plan)
| Matthew D. Tomazin | with a copy to: | |
| Executive Vice President, Chief Financial Officer | Alyssa H. Fontaine | |
| Tompkins Financial Corporation | Executive Vice President, General Counsel, and | |
| P.O. Box 460 | Chief Risk Officer | |
| Ithaca, New York 14851 | Tompkins Financial Corporation | |
| P.O. Box 460 | ||
| Ithaca, New York 14851 |
(Name and Address of Agent For Service)
(607) 274-7685 |
(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,” “non-accelerated filer,” “smaller reporting company,” and emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging Growth Company | ☐ | ||
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Tompkins Financial Corporation (the “Company,” “Registrant,” “we,” “us” or “our”) to register an additional 1,000,000 shares of common stock for issuance under the Tompkins Financial Corporation 2019 Equity Incentive Plan, as amended (the “Plan”). The Plan was amended on April 27, 2023 to increase the number of shares of common stock authorized for issuance pursuant to the Plan by 1,000,000 shares. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Registrant’s previous Registration Statement on Form S-8 (No. 333-231413) filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2019, except as modified herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that the Registrant has filed with the Commission under the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Registration Statement:
| (a) | the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022; |
| (b) | the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023; |
| (c) | the Company’s Current Reports on Form 8-K to the extent filed and not furnished with the Commission on January 27, 2023, April 28, 2023, May 3, 2023, May 9, 2023, May 11, 2023, July 12, 2023, July 21, 2023, September 18, 2023, September 29, 2023, and October 27, 2023; |
| (d) | The description of the Common Stock of the Registrant included as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and filed with the Commission on March 2, 2020. |
In addition, all reports and other documents subsequently filed (but not furnished) by the Registrant pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.
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Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
*filed herewith
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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 31st day of October, 2023.
| TOMPKINS FINANCIAL CORPORATION | ||
| By: | /s/ Stephen S. Romaine | |
| Stephen S. Romaine | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Stephen S. Romaine and Matthew D. Tomazin and each of them, as their true and lawful attorneys-in-fact and agents, each with full power of substitution, for them, and in their 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 they 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 | Capacity | Date | ||
| /s/ Stephen S. Romaine | President and Chief Executive Officer, Director (Principal Executive Officer) | October 31, 2023 | ||
| Stephen S. Romaine | ||||
| /s/ Matthew D. Tomazin | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | October 31, 2023 | ||
| Matthew D. Tomazin | ||||
| /s/ David Kershaw | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | October 31, 2023 | ||
| David Kershaw | ||||
| /s/ Thomas R. Rochon | Chair of the Board | October 31, 2023 | ||
| Thomas R. Rochon | ||||
| /s/ James W. Fulmer | Vice Chair, Director | October 31, 2023 | ||
| James W. Fulmer |
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| /s/ John E. Alexander | Director | October 31, 2023 | ||
| John E. Alexander | ||||
| /s/ Paul J. Battaglia | Director | October 31, 2023 | ||
| Paul J. Battaglia | ||||
| /s/ Nancy E. Catarisano | Director | October 31, 2023 | ||
| Nancy E. Catarisano | ||||
| /s/ Daniel J. Fessenden | Director | October 31, 2023 | ||
| Daniel J. Fessenden | ||||
| /s/ Patricia A. Johnson | Director | October 31, 2023 | ||
| Patricia A. Johnson | ||||
| /s/ Angela B. Lee | Director | October 31, 2023 | ||
| Angela B. Lee | ||||
| /s/ John D. McClurg | Director | October 31, 2023 | ||
| John D. McClurg | ||||
| /s/ Ita M. Rahilly | Director | October 31, 2023 | ||
| Ita. M. Rahilly | ||||
| /s/ Michael H. Spain | Director | October 31, 2023 | ||
| Michael H. Spain | ||||
| /s/ Jennifer R. Tegan | Director | October 31, 2023 | ||
| Jennifer R. Tegan | ||||
| /s/ Alfred J. Weber | Director | October 31, 2023 | ||
| Alfred J. Weber |
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