As filed with the Securities and Exchange Commission on August 7, 1998
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
TOMPKINS COUNTY TRUSTCO, INC.
(Exact name of Company as Specified in its Charter)
NEW YORK
(State or other Jurisdiction of Incorporation or Organization)
161482357-8
(IRS Employer Identification No.)
The Commons, P.O. Box 460
Ithaca, New York 14851
(Address of principal executive offices)
INVESTMENT AND STOCK OWNERSHIP PLAN
1992 STOCK OPTION PLAN
1996 STOCK RETAINER PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plan)
Richard D. Farr
Senior Vice President and
Chief Financial Officer
Tompkins County Trustco, Inc.
The Commons, P.O. Box 460
Ithaca, New York 14851
(607) 273-3210
(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 & Wilcox, LLP
119 East Seneca Street
Ithaca, New York 14850
(607) 273-6444
================================================================================
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
Common
Stock 192,000 $39.75 $7,632,000 $2,252
================================================================================
(1) The 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 Plan.
(2) In accordance with Rule 457 (c), calculated on the basis of the average
of the high and low sales prices of the Common Stock reported on the
American Stock Exchange, Inc. on August 3, 1998.
1
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES UNDER
REGISTRATION STATEMENT NO. 333-146 ON FORM S-8
The Registrant hereby registers additional shares of Common Stock under
its Registration Statement on Form S-8 (No. 333-146), which was filed with the
Securities and Exchange Commission on January 11, 1996 (the "Original
Registration Statement"). The contents of the Original Registration Statement
are hereby incorporated by reference.
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 July 31, 1998.
By: /s/ JAMES J. BYRNES
------------------------------------
James J. Byrnes
Chairman of the Board, President
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
James J. Byrnes, Donald S. Stewart and Richard D. Farr, each of them singly, his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his 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 County
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 be
done in and about the premises, 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 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 has been signed by the following persons in the
capacities on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ JAMES J. BYRNES Chairman of the Board, July 31, 1998
- ----------------------- President and Chief Executive
James J. Byrnes Officer
/s/ RICHARD D. FARR Senior Vice President and July 31, 1998
- ----------------------- Chief Financial Officer
Richard D. Farr
- ----------------------- Director July __, 1998
John E. Alexander
/s/ REEDER D. GATES Director July 31, 1998
- -----------------------
Reeder D. Gates
- ----------------------- Director July __, 1998
William W. Griswold
/s/ CARL E. HAYNES Director July 31, 1998
- -----------------------
Carl E. Haynes
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
- ----------------------- Director July __, 1998
Edward C. Hooks
/s/ ROBERT T. HORN, JR. Director July 31, 1998
- -----------------------
Robert T. Horn, Jr.
/s/ BONNIE H. HOWELL Director July 31, 1998
- -----------------------
Bonnie H. Howell
/s/ LUCINDA A. NOBLE Director July 31, 1998
- -----------------------
Lucinda A. Noble
- ----------------------- Director July __, 1998
Hunter R. Rawlings, III
/s/ FRANK H.T. RHODES Director July 31, 1998
- -----------------------
Frank H.T. Rhodes
/s/ THOMAS R. SALM Director July 31, 1998
- -----------------------
Thomas R. Salm
/s/ MICHAEL D. SHAY Director July 31, 1998
- -----------------------
Michael D. Shay
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Title Of Exhibit Page
- ------- ---------------- ----
5. Opinion of Harris Beach & Wilcox, LLP
23.1. Consent of KPMG Peat Marwick LLP
23.2. Consent of Harris Beach & Wilcox, LLP (contained in the
opinion filed as Exhibit 5 to this Registration Statement)
24. Powers of Attorney (included in Part II of this Registration
Statement under the caption "Signatures")
4
EXHIBIT 5
HARRIS
BEACH &
WILCOX
August 6, 1998 A LIMITED LIABILITY
PARTNERSHIP
ATTORNEYS AT LAW
119 EAST SENECA STREET
P.O. BOX 580
ITHACA, NEW YORK. 14850
(607) 273-6444
(607) 273-6802 (Fax)
- --------------------------------------------------------------------------------
Tompkins County Trustco, Inc.
The Commons, P.O. Box 460
Ithaca, New York 14851
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, for the registration of 192,000 shares of common stock,
$.10 par value per share (the "Shares"), of Tompkins County Trustco, Inc., a New
York corporation (the "Company"), issuable under the Company's 1992 Stock Option
Plan, 1996 Stock Retainer Plan for Non-Employee Directors and Investment and
Stock Ownership Plan (the "Plans").
We have acted as counsel for the Company in connection with the Plans
and are familiar with the actions taken by the Company in connection therewith.
For purposes of this opinion we have examined the Registration Statement, the
Plans and such other documents as we have deemed appropriate.
Based upon the foregoing, we are of the opinion that (i) the Shares
have been duly authorized and (ii) the Shares, when issued and sold in
accordance with the terms of the Plans, will have been validly issued and will
be fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HARRIS BEACH & WILCOX, LLP
By:
-----------------
Mark B. Wheeler
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Tompkins County Trustco, Inc.:
We consent to incorporation by reference in the Registration Statement for the
investment and Stock Ownership Plan, 1992 Stock Option Plan, and 1996 Stock
Retainer Plan for Non-Employee Directors on Form S-8 of Tompkins County Trustco,
Inc. of our report dated January 16, 1998, relating to the consolidated
statements of condition of Tompkins County Trustco, Inc. and subsidiary as of
December 31, 1997 and 1996, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, which report has been incorporated by
reference in the December 31, 1997 annual report on Form 10-K of Tompkins County
Trustco, Inc.
KPMG Peat Marwick, LLP
Syracuse, New York
August 3, 1998
