As filed with the Securities and Exchange Commission on August 28, 2007
Registration Statement No. 333-________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-3
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
(IRS Employer Identification No.)
121 E. Seneca Street, P.O. Box 460
Ithaca, New York 14851
(607) 273-3210
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Francis M. Fetsko with a copy to:
Executive Vice President and Chief Financial Officer Edward C. Hooks, Esq.
Tompkins Financial Corporation Harris Beach PLLC
121 E. Seneca Street, P.O. Box 460 119 East Seneca Street
Ithaca, New York 14851 Ithaca, New York 14851
(607) 273-3210 (607) 273-6444
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I. D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
=================================================================================================================================
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1)(2) Per Share(3) Offering Price(3) Fee(1)(2)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 500,000 $39.00 $19,500,000 $598.65
par value
=================================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement
also covers an indeterminate number of additional shares of the
Registrant's common stock as may be issued as a result of adjustments by
reason of any stock split, stock dividend or similar transaction.
(2) Does not include 100,000 shares of the Registrant's common stock previously
registered under the Registrant's Registration Statement on Form S-3
(Registration No. 333-86864) for which a registration fee of $415.38 was
previously paid. Also, does not include 100,000 shares of the Registrant's
common stock previously registered under the Registrant's Registration
Statement on Form S-3 (Registration No. 333-120686) for which a
registration fee of $619.56 was previously paid. See also Explanatory Note
below.
(3) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee and based upon the average of the high and low sales
prices of the Registrant's common stock as reported by the American Stock
Exchange on August 27, 2007.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
In accordance with Rule 429(a), this Registration Statement contains a
prospectus that also covers shares of common stock currently registered pursuant
to Registration No. 333-86864, which was filed on April 24, 2002, and
Registration No. 333-120686, which was filed on November 23, 2004. In accordance
with Rule 429(b), upon effectiveness, this Registration Statement will also
serve as a post-effective amendment to those prior Registration Statements.
2
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
TOMPKINS FINANCIAL [LOGO]
Stock Purchase Plan
An Open Availability and Dividend Reinvestment Plan
Prospectus
500,000 Shares of Common Stock
This prospectus relates to up to an aggregate of 500,000 shares of common stock,
par value $.10 per share, of Tompkins Financial Corporation ("Tompkins
Financial") that may be offered after the date hereof in connection with our
Dividend Reinvestment and Stock Purchase and Sale Plan (the "Stock Purchase
Plan" or the "Plan"). The Stock Purchase Plan allows both current holders of our
common stock and interested first time investors to purchase shares of our
common stock without the customary brokerage expenses and also to reinvest
automatically cash dividends, if any, received on their shares of common stock.
Existing holders of our common stock and interested first time investors can
make an initial stock purchase directly through the Stock Purchase Plan without
a broker. Once enrolled in the Plan, you can make optional cash purchases of
additional shares of our common stock, and all or any portion of cash dividends
received, if any, can be reinvested automatically to purchase additional shares
of our common stock.
Participation in the Plan is entirely voluntary. You may withdraw any or all of
your shares from the Plan at any time.
All shares of our common stock that may be offered under the Stock Purchase Plan
will be purchased on the open market by American Stock Transfer & Trust Company,
the Plan Administrator. We will not receive any of the proceeds from the sale of
the shares offered under the Plan. Our common stock is traded on the American
Stock Exchange ("AMEX") under the symbol "TMP." The last reported sale price of
our common stock on August 27, 2007, as reported on the American Stock Exchange,
was $38.55 per share.
This prospectus describes the provisions of the Stock Purchase Plan and you
should retain this prospectus for future reference.
Plan accounts are not savings accounts, deposit accounts or obligations of any
bank. Thus, Plan accounts are not insured by the FDIC, SIPC or any other
government agency, and may lose value. There is no bank guaranty of your Plan
account or the securities in your account. If you participate in the Plan, you
will be purchasing shares of our common stock and should consider carefully the
investment risks, including the possible loss of your investment and the other
risk factors identified on page 1 of this prospectus.
------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 28, 2007.
3
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4
TABLE OF CONTENTS
Information About Tompkins Financial Corporation.......................... 6
Risk Factors.............................................................. 6
Overview of the Plan...................................................... 8
Further Description of Plan Services...................................... 9
Answers to Frequently Asked Questions..................................... 10
Terms and Conditions of the Plan.......................................... 14
Where You Can Find More Information....................................... 16
Incorporation of Certain Information by Reference......................... 16
Use of Proceeds........................................................... 16
Plan of Distribution...................................................... 16
Indemnification........................................................... 17
Legal Matters............................................................. 17
Experts................................................................... 17
5
INFORMATION ABOUT TOMPKINS FINANCIAL CORPORATION
Tompkins Financial Corporation is a financial holding company. Our business is
primarily owning, supervising and controlling our banking, insurance agency and
financial services subsidiaries. We are the parent company of Tompkins Trust
Company, The Bank of Castile, Mahopac National Bank, Tompkins Insurance
Agencies, Inc. and AM&M Financial Services, Inc., which are wholly-owned
subsidiaries. Tompkins Trust Company, The Bank of Castile and Mahopac National
Bank provide community-banking services to their local market areas in New York
State. Tompkins Insurance Agencies, Inc. offers property and casualty insurance
to individuals and businesses in New York State. AM&M Financial Services, Inc.
provides fee based financial planning and wealth management services.
Corporate Headquarters: Tompkins Financial Corporation
121 East Seneca Street, P. O. Box 460
Ithaca, New York 14851
Main telephone number: 607-273-3210
Web Site: www.tompkinsfinancialcorp.com (information on
our website does not constitute part of this
prospectus)
Stock Listing: Our common stock is listed on the American
Stock Exchange under the symbol - TMP.
RISK FACTORS
Investing in our common stock involves risks. Before purchasing any securities
we offer, you should carefully consider the Risk Factors that are incorporated
by reference herein from our Annual Report on Form 10-K for the year ended
December 31, 2006, which can be found on page 6 of said Form 10-K. In addition,
you should also consider any other information included in this prospectus and
any prospectus supplement and any other information that we have incorporated by
reference, including filings made with the SEC subsequent to the date hereof.
Any of these risks, as well as other risks and uncertainties, could harm our
financial condition, results of operations or cash flows.
6
TOMPKINS FINANCIAL CORPORATION
Stock Purchase Plan
An Open Availability and Dividend Reinvestment Plan for
Tompkins Financial Corporation
Common Stock,
Par Value $0.10 per Share
The Dividend Reinvestment and Stock Purchase and Sale Plan (the "Stock Purchase
Plan" or the "Plan") described in this prospectus is sponsored by Tompkins
Financial Corporation and administered by American Stock Transfer & Trust
Company, the "Plan Administrator". This prospectus provides you with a summary
and the complete details of the Stock Purchase Plan. If you have additional
questions after reading through this material, please contact the Plan
Administrator, American Stock Transfer & Trust Company, at:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
P.O. Box 922
Wall Street Station
New York, NY 10269-0860
Tel: 1-877-573-4008
or by accessing American Stock Transfer & Trust Company's website, at:
www.investpower.com (Tompkins Financial disclaims any responsibility for
information contained on American Stock Transfer & Trust Company's website other
than the Plan prospectus).
This prospectus is not an offer to sell nor a solicitation of an offer to
purchase shares of our common stock. American Stock Transfer & Trust Company and
Tompkins Financial Corporation provide no advice and make no recommendations
with respect to any security. Any decision to purchase or sell securities must
be made by each individual Plan participant based on his or her own research and
judgment after consultation with a professional investment advisor.
Participation in the Plan is voluntary and may be prohibited by the laws of
certain countries other than the United States.
7
TOMPKINS FINANCIAL CORPORATION
OVERVIEW OF THE PLAN
Tompkins Financial Corporation offers this Stock Purchase Plan for shares of its
common stock. The Plan offers you an affordable alternative for buying and
selling our common stock, which is traded on the American Stock Exchange under
the symbol "TMP". You do not need to be a current shareholder to participate in
the Plan and buy our common stock for the first time. If you participate in the
Plan, you may reinvest your cash dividends, if any, and make optional cash
payments to purchase additional shares. Shares that are held in the Plan may be
sold directly without having to obtain physical certificates or the service of a
broker. The certificates currently in your possession may be deposited into the
Plan for safekeeping or sale. You may also withdraw or transfer all or a portion
of your stock held in the Plan at any time. Although Tompkins Financial pays for
almost all of the brokerage and administrative costs, there are small fees
associated with certain features of the Plan. The fees are outlined within this
prospectus.
This Plan Features:
Convenient Direct Share Ownership
Existing stockholders and new investors can make an initial stock
purchase directly through the Plan without a broker. Once enrolled in
the Plan, you can make additional optional cash purchases of our common
stock.
Automatic Dividend Reinvestment
Cash dividends paid to participating holders of our common stock can be
reinvested automatically to purchase additional shares.
Certificate or Book-Entry Share Ownership
If you participate in the Plan, you will receive timely statements and
confirmations reflecting your transaction history. You will typically
not be issued a physical certificate representing your shares because
the Plan Administrator will record your share ownership in "book-entry"
form. Nevertheless, you may request the issuance of a physical
certificate to represent your shares at any time.
Safekeeping of Shares
If you hold or later acquire shares of our common stock from other
sources, you may deposit them directly into the Plan for safekeeping.
All the Plan's features will then apply to the deposited shares as
well.
Withdrawals
You may withdraw any or all of your shares from the Plan at any time.
Direct Sale or Transfer
You may sell or transfer shares of our common stock directly through
the Plan at any time, without the issuance of physical certificates or
the involvement of an independent broker.
Commissions or Fees
We will pay all commissions and service fees on purchases of our common
stock made through the Plan, on all reinvestments of dividends through
the Plan, and on all withdrawals of shares from the Plan. However, you
will be charged a brokerage commission of $0.10 per share sold, and a
$15.00 service fee upon termination of your participation.
The foregoing is only an overview. The "Terms and Conditions" of the Stock
Purchase Plan are stated at the end of this prospectus, and in the event of any
inconsistency, those "Terms and Conditions" will prevail. The "Terms and
Conditions" of the Plan are subject to change without notice, and we retain the
right to discontinue the Plan at any time.
Please retain this prospectus for future reference.
8
FURTHER DESCRIPTION OF PLAN SERVICES
Eligibility & Enrollment
Almost everyone is eligible to enroll in the Plan. You may participate in the
Plan if you already own shares of our common stock, and if you do not own any
shares of our common stock, you may enroll by making an initial purchase of at
least $100 directly through the Plan. To receive a Plan Enrollment Application
or additional copies of this prospectus, simply contact American Stock Transfer
& Trust Company, the Plan Administrator, either at its toll free number,
1-877-573-4008, or by accessing American Stock Transfer & Trust Company's
website at www.investpower.com.
Purchases
Once enrolled in the Plan, you can purchase additional shares of our common
stock at any time by making optional cash contributions to the Plan in amounts
of at least $50. The Plan Administrator will arrange to purchase the appropriate
number of shares on the open market for your account as soon as possible,
normally within one week after it receives your contributions. You may at any
time modify the contribution program you have specified on a Plan Enrollment
Application or on the tear-off portion of an account statement or transaction
advice you have received.
Dividend Reinvestment
Unless you indicate otherwise on your Plan Enrollment Application, all cash
dividends paid on the shares of our common stock in your account will be
automatically reinvested in more shares of our common stock. Because both full
and fractional shares will be carried in your account, the dividends
attributable to fractional shares will be reinvested just as those on your full
shares.
Safekeeping of Certificates
If you already own shares of our common stock in certificated form - that is, if
you hold the physical certificates representing your shares - you may deposit
the certificates into the Plan for safekeeping. This feature protects your
shares against possible loss, theft or accidental destruction and may save you
the expense of having to replace your certificates.
Convenient Ways To Sell or Transfer Your Shares
You can easily sell or transfer through the Plan some or all of the shares you
own, whether you hold the shares in book-entry form or in certificated form. You
can choose to sell or transfer any or all shares held in the Plan with or
without issuing new certificates, and without having to deal directly through a
broker. Any fractional shares in your account will be sold at the same price as
full shares, on a prorated basis. You may also instruct the Plan Administrator
to issue a certificate in your name for any shares you hold in the Plan at any
time.
Statements and Forms
If you elect to reinvest all or a portion of your dividends, you will receive a
quarterly statement that reflects all investment activity and all dividends
applied toward reinvestment. Each time a purchase is made for you, you will also
receive a confirmation notice reflecting the number of shares purchased for you
and the purchase price for those shares. Each form you receive will contain a
tear-off portion that can be used for future Plan transactions. You may also
review your transaction history online at www.investpower.com.
Simple, Secure Internet Account Access
You can complete all your share transactions, including purchases, sales and
requests for certificates, on the Internet at www.investpower.com. You can also
review your account status online.
9
ANSWERS TO FREQUENTLY ASKED QUESTIONS
How Do I Enroll in the Plan?
There are two easy ways to enroll in the Stock Purchase Plan. One option through
which registered shareholders and first-time investors can enroll in the Plan is
by completing and signing a Plan Enrollment Application and sending it to
American Stock Transfer & Trust Company, the Plan Administrator, at the address
listed on page 8 of this prospectus. The account will be opened as soon as
possible after the Plan Administrator receives your properly completed and
signed Plan Enrollment Application. You can obtain Plan Enrollment Applications
and copies of this prospectus by contacting the Plan Administrator at its toll
free number, 1-877-573-4008.
You can also enroll in the Plan by purchasing shares through the Plan
Administrator's website at www.investpower.com by selecting "All Online Plans"
and choosing the link for Tompkins Financial Corporation. On the "Plan Details"
page, select "Invest Now" and follow the wizard, which will guide you through
the six-step process. The minimum initial investment for non-holders is $100.
You will receive an e-mail confirming receipt of your transaction as soon as you
complete the wizard, as well as an e-mail within two business days confirming
the number of shares purchased and their price.
Once enrolled, your participation in the Plan continues until you withdraw from
the Plan or until the Plan terminates. If the Plan account is to be enrolled in
multiple or joint names, or if certificates registered in multiple or joint
names are to be deposited into the Plan, all of the stockholders listed must
sign the Plan Enrollment Application.
How Can I Purchase Additional Shares?
You can easily purchase additional shares of our common stock under the Plan at
any time by making optional cash contributions, which are used to purchase
shares of our common stock in the open market for your Plan account. Optional
cash contributions must be in amounts of at least $50. You may make optional
cash contributions as often as daily.
You can also make optional cash contributions by mailing in the tear-off portion
of an account statement or transaction advice, by investing online, or make
automatic monthly cash contributions of a constant dollar amount if you set up
an electronic funds transfer from your bank account in advance. You will not be
paid any interest on contributions held by the Plan Administrator pending
investment of your funds.
To make optional cash contributions by mail, complete the tear-off portion of an
account statement or transaction confirmation notice and send it to the Plan
Administrator at its address listed on page 8.
To make an investment online, log on to www.investpower.com and select "Account
Access". Enter your ten-digit account number (provided to you in your account
statement) and your social security number. You may then complete your optional
cash purchase in two simple steps.
In addition, you may authorize the Plan Administrator, on the enrollment
application, to make automatic monthly purchases of a specified dollar amount,
paid for by automatic withdrawal from your bank account by electronic funds
transfer. You may also sign up for monthly electronic funds transfer by
accessing the American Stock Transfer & Trust Company website at
www.investpower.com and following the simple instructions for a faster way to
invest. Funds will be withdrawn from your bank account on the 10th day of each
month (or the next business day if the 10th day of the month is not a business
day). All purchases will apply the total funds toward shares of our common
stock, and both full shares and fractional shares (to at least three decimal
places) will be credited to your Plan account. To stop making monthly purchases
by automatic withdrawal, you must send the Plan Administrator written, signed
instructions.
All cash contributions not made by electronic funds transfer must be made by
check or money order drawn on a United States bank in U.S. currency, payable to
"American Stock Transfer & Trust Company - Tompkins Financial Corporation Plan".
Third party checks and checks payable to Tompkins Financial Corporation directly
cannot be accepted and will be returned. If a check is returned to the Plan
Administrator as "unpaid," the Plan Administrator will resell the shares
purchased with those funds and sell additional shares from your account, as
necessary, to reimburse itself for any fees or losses incurred when reselling
the shares from your account.
You should be aware that the trading price for shares of our common stock may
fall or rise during the period between your request for purchase, the Plan
Administrator's receipt of that request, and the ultimate purchase of shares on
the open market. The Plan Administrator may, at its own discretion, accept
written requests to revoke instructions previously given to purchase shares but
not yet acted upon.
10
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 (800) 278-4353 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 in the open market on
the American Stock Exchange, or on whatever other exchange we may in the future
choose for the trading of our common stock. The Plan Administrator usually makes
purchases through a broker. Your account will be credited for the full and
fractional shares purchased on your behalf.
The price per share of our common stock cannot be determined until a particular
purchase is completed. For optional cash contributions, purchases are made at
least weekly, and depending on the volume, as frequently as daily.
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.
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.
11
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 Administrator's toll-free number
(1-877-573-4008) or access its website at www.investpower.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 selling price
cannot be known until each sale is completed. 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 Administrator's
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
8, go to www.investpower.com and log into your account, or call the Plan
Administrator's 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 participant's 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.
12
How Do I Contact the Plan Administrator?
The Plan is administered by American Stock Transfer & Trust Company, 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.investpower.com. Tompkins Financial
disclaims any responsibility for information contained on the Plan
Administrator's website other than the Plan prospectus.
You may also write to the Plan Administrator at:
Mailing address: American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
P.O. Box 922
Wall Street Station
New York, New York 10269-0560
Prior to forwarding instructions, please read the information contained in
"Terms and Conditions - Costs to Participants".
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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 (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 in the open market
on the American Stock Exchange, or on whatever other exchange we may in the
future choose for the trading of our common stock. Unless directed otherwise by
the Plan Administrator, the Plan Administrator will usually make purchases and
sales of our common stock under the Plan through a broker. The price per share
will be the weighted average price on all shares purchased and sold. 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. 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.
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. 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.
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.
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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 Corporation's 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.
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
(if purchased on open market)
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 non-holders......................................... $100
Minimum investment from existing holders.................................... $50
Maximum investment per year................................................. $100,000
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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 SEC's 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.tompkinsfinancialcorp.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 until the Plan is terminated comprise the
incorporated documents:
(a) Our Annual Report on Form 10-K for the year ended December 31, 2006;
(b) Our Definitive Proxy Statement on Schedule 14A filed on April 13, 2007;
(c) Our Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 2007;
(d) Our Current Report on Form 8-K filed on July 26, 2007; 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, File
No. 0-27514, including any amendment or report filed for purposes of
updating such description.
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
Because all of the shares of our common stock purchased under the Stock Purchase
Plan will be purchased on the open market, we will not receive any proceeds from
purchases of our common stock under the Plan.
PLAN OF DISTRIBUTION
The Plan Administrator will purchase shares under the Stock Purchase Plan in the
open market. 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.
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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 partner
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 financial statements of Tompkins Financial that are incorporated by
reference into this prospectus from Tompkins Financial's Form 10-K have been
audited by KPMG LLP, independent registered public accountants, as indicated in
their report, dated March 14, 2007, relating to such financial statements. These
financial statements are incorporated by reference in this prospectus in
reliance upon the report and 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.
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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 Trustco 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 $ 598.65
Legal and Accounting Fees and Expenses $ 10,500.00
Printing Expenses $ 2,000.00
Miscellaneous $ 1,000.00
TOTAL $ 14,098.65
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 registrant's 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 registrant's 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 registrant's 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 registrant's 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.
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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)
24 Powers of Attorney (included in this Registration Statement
under the caption "Signatures")
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 a
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) and (1)(ii) 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.
(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 the 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's 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 the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
juristiction 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.
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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-3 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 August 28, 2007.
TOMPKINS FINANCIAL CORPORATION
By: /s/ STEPHEN S. ROMAINE
------------------------------------
Stephen S. Romaine
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints JAMES J. BYRNES, STEPHEN S. ROMAINE, and FRANCIS M. FETSKO, and each of
them singly, such person's true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-3
to be filed by Tompkins Financial Corporation, 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 full power and authority to perform any other act on behalf of the
undersigned required to be done in connection therewith.
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.
Signature Title Date
--------- ----- ----
By: /s/ JAMES J. BYRNES Chairman of the Board and Director August 28, 2007
---------------------------
James J. Byrnes
By: /s/ STEPHEN S. ROMAINE President and Chief Executive Officer August 28, 2007
--------------------------- (Principal Executive Officer) and
Stephen S. Romaine Director
By: /s/ JAMES W. FULMER Vice Chairman and Director August 27, 2007
---------------------------
James W. Fulmer
By: /s/ THOMAS R. SALM Vice Chairman and Director August 27, 2007
---------------------------
Thomas R. Salm
By: /s/ FRANCIS M. FETSKO Executive Vice President and August 28, 2007
--------------------------- Chief Financial Officer
Francis M. Fetsko (Principal Financial Officer)
By: /s/ RUSSELL K. ACHZET Director August 27, 2007
---------------------------
Russell K. Achzet
By: Director
---------------------------
John E. Alexander
By: Director
---------------------------
Reeder D. Gates
By: Director
---------------------------
James R. Hardie
By: /s/ ELIZABETH W. HARRISON Director August 27, 2007
---------------------------
Elizabeth W. Harrison
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By: /s/ CARL E. HAYNES Director August 28, 2007
---------------------------
Carl E. Haynes
By: /s/ PATRICIA A. JOHNSON Director August 28, 2007
---------------------------
Patricia A. Johnson
By: /s/ HUNTER R. RAWLINGS, III Director August 28, 2007
---------------------------
Hunter R. Rawlings, III
By: Director
---------------------------
Michael D. Shay
By: /s/ MICHAEL H. SPAIN Director August 27, 2007
---------------------------
Michael H. Spain
By: Director
---------------------------
William D. Spain, Jr.
By: /s/ CRAIG YUNKER Director August 27, 2007
---------------------------
Craig Yunker
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EXHIBIT INDEX
Exhibit
Number Title of Exhibit
------ ----------------
5 Opinion of Harris Beach LLP
23.1 Consent of KPMG LLP
23.2 Consent of Harris Beach LLP (contained in the opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney (included in this Registration Statement under
the caption "Signatures")
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