As filed with the Securities and Exchange Commission on August 15, 2003
Registration Statement No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
TOMPKINS TRUSTCO, INC.
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(Exact name of Registrant as Specified in its Charter)
NEW YORK
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(State or other Jurisdiction of Incorporation or Organization)
16-1482357
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(IRS Employer Identification No.)
The Commons, P.O. Box 460
Ithaca, New York 14851
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(Address of principal executive offices)
2001 STOCK OPTION PLAN
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(Full Title of Plan)
Francis M. Fetsko
Executive Vice President and Chief Financial Officer
Tompkins Trustco, Inc.
The Commons, P.O. Box 460
Ithaca, New York 14851
(607) 273-3210
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(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)
with a copy to:
Edward C. Hooks, Esq.
Harris Beach LLP
119 East Seneca Street
Ithaca, New York 14851
(607) 273-6444
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
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Common
Stock 500,000 $ 41.45 $ 20,725,000.00 $ 1,676.65
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(1) This Registration Statement also includes an indeterminate number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options to purchase Common Stock, or pursuant to
the antidilution provisions of the 2001 Stock Option Plan.
(2) In accordance with Rule 457(h)(1), calculated on the basis of the
average of the high and low sales prices of the Common Stock reported
on the American Stock Exchange on August 11, 2003.
EXPLANATORY STATEMENT
Tompkins Trustco Inc. (the "Registrant") is filing this Registration
Statement pursuant to General Instruction E to Form S-8 for the purpose of
registering 500,000 additional shares of the Common Stock of the Registrant for
issuance under the Registrant's 2001 Stock Option Plan (the "2001 Plan").
On December 21, 2001, the Registrant filed a Registration Statement on
Form S-8 (File No. 333-75822) (the "2001 Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register 324,110 shares
of Common Stock for issuance under the 2001 Plan. Additionally, as set forth in
the 2001 Registration Statement, the Registrant carried forward 25,890 shares of
Common Stock initially registered by the Registrant under a Registration
Statement on Form S-8 (File No. 333-60872) filed with the Commission on August
7, 1998, so that a total of 350,000 shares of Common Stock were registered for
issuance under the 2001 Plan. An additional 35,000 shares of Common Stock are
deemed registered pursuant to Rule 416 under the Securities Act of 1933, as
amended, as a result of a 10% stock dividend declared by the Registrant's Board
of Directors on July 23, 2003 and payable on August 15, 2003.
In accordance with General Instruction E to Form S-8, the contents of
the 2001 Registration Statement (File No. 333-75822) are hereby incorporated by
reference.
Item 8. Exhibits
Exhibit
Number Title of Exhibit
------ ----------------
4.1 Form of Specimen Common Stock Certificate of the
Company (incorporated herein by reference to Exhibit
4 to the Company's Registration Statement on Form 8-A
(File No. 0-27514) filed with the Commission on
December 29, 1995, and amended by the Company's Form
8-A/A filed with the Commission on January 22, 1986)
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")
99 2001 Stock Option Plan (incorporated herein by
reference to Exhibit 99 to the Company's Registration
Statement on Form S-8 (File No. 333-75822) filed with
the Commission on December 21, 2001)
2
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ithaca, State of New York, on August
12, 2003.
TOMPKINS TRUSTCO, INC.
By: /s/ JAMES J. BYRNES
------------------------------------
James J. Byrnes
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints JAMES J. BYRNES, JAMES W. FULMER 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-8
to be filed by Tompkins Trustco, Inc., 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
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By: /s/ JAMES J. BYRNES Chairman of the Board and August 12, 2003
------------------------------ Chief Executive Officer
James J. Byrnes
By: /s/ JAMES W. FULMER President and Director August 12, 2003
------------------------------
James W. Fulmer
By: /s/ FRANCIS M. FETSKO Executive Vice President and August 12, 2003
------------------------------ Chief Financial Officer
Francis M. Fetsko
By: /s/ JOHN E. ALEXANDER Director August 12, 2003
------------------------------
John E. Alexander
3
Signature Title Date
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By: /s/ REEDER D. GATES Director August 12, 2003
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Reeder D. Gates
By: /s/ WILLIAM W. GRISWOLD Director August 12, 2003
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William W. Griswold
By: /s/ JAMES R. HARDIE Director August 12, 2003
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James R. Hardie
By: /s/ EDWARD C. HOOKS Director August 12, 2003
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Edward C. Hooks
By: /s/ BONNIE H. HOWELL Director August 12, 2003
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Bonnie H. Howell
By: /s/ HUNTER R. RAWLINGS, III Director August 12, 2003
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Hunter R. Rawlings, III
By: /s/ THOMAS R. SALM Director August 12, 2003
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Thomas R. Salm
By: /s/ MICHAEL H. SPAIN Director August 12, 2003
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Michael H. Spain
By: /s/ WILLIAM D. SPAIN, JR. Director August 12, 2003
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William D. Spain, Jr.
By: /s/ CRAIG YUNKER Director August 12, 2003
------------------------------
Craig Yunker
4
EXHIBIT INDEX
Exhibit
Number Title of Exhibit
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4.1 Form of Specimen Common Stock Certificate of the
Company (incorporated herein by reference to Exhibit
4 to the Company's Registration Statement on Form 8-A
(File No. 0-27514) filed with the Commission on
December 29, 1995, and amended by the Company's Form
8-A/A filed with the Commission on January 22, 1986)
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")
99 2001 Stock Option Plan (incorporated herein by
reference to Exhibit 99 to the Company's Registration
Statement on Form S-8 (File No. 333-75822) filed with
the Commission on December 21, 2001)
5