S-8 POS 1 toms_8a1.txt S-8 POS As filed with the Securities and Exchange Commission on __________, 2001 Registration Statement No. 333-60873 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement Under The Securities Act of 1933 TOMPKINS TRUSTCO, INC. (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.) The Commons, P.O. Box 460 Ithaca, New York 14851 (Address of principal executive offices) 1998 STOCK OPTION PLAN (Full Title of Plan) Francis M. Fetsko Senior Vice President and Chief Financial Officer Tompkins 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 LLP 119 East Seneca Street Ithaca, New York 14851 (607) 273-6444 -------------------------------------------------------------------------------- EXPLANATORY STATEMENT Effective as of January 23, 2001, the Board of Directors of Tompkins Trustco, Inc. (the "Company") terminated its 1998 Stock Option Plan (the "1998 Plan") and adopted, subject to stockholder approval, the 2001 Stock Option Plan (the "2001 Plan"). The 1998 Plan remains in effect solely with respect to unexercised options issued in accordance with the terms and conditions of the 1998 Plan. On May 15, 2001, the stockholders of the Company approved the adoption of the 2001 Plan and the issuance of 350,000 shares of the Common Stock of the Company thereunder. The Company registered 240,000 shares of Common Stock on a Form S-8 Registration Statement (File No. 333-60873) for issuance under the 1998 Plan. Of such 240,000 registered shares, 25,890 remain available for issuance under the 2001 Plan. Pursuant to Instruction E to Form S-8 and the telephonic interpretation of the Securities and Exchange Commission set forth in No. 89 in the Securities Act Forms section of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations (July 1997), such 25,890 remaining shares are carried forward to, and deemed covered by, the Form S-8 Registration Statement filed by the Company on or about the date hereof in connection with the 2001 Plan. A total of 201,209 shares of Common Stock remain available for issuance pursuant to this Registration Statement on Form S-8 in respect of unexercised options issued in accordance with the terms and conditions of the 1998 Plan. 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 December 21, 2001. 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 --------- ----- ---- By: /s/ JAMES J. BYRNES Chairman of the Board and December 21, 2001 ---------------------------- Chief Executive Officer James J. Byrnes By: /s/ JAMES W. FULMER President and Director December 21, 2001 ---------------------------- James W. Fulmer By: /s/ FRANCIS M. FETSKO Senior Vice President and December 21, 2001 ---------------------------- Chief Financial Officer Francis M. Fetsko By: /s/ JOHN E. ALEXANDER Director December 21, 2001 ---------------------------- John E. Alexander 3 By: /s/ REEDER D. GATES Director December 21, 2001 ---------------------------- Reeder D. Gates By: /s/ WILLIAM W. GRISWOLD Director December 21, 2001 ---------------------------- William W. Griswold By: /s/ JAMES R. HARDIE Director December 21, 2001 ---------------------------- James R. Hardie By: /s/ EDWARD C. HOOKS Director December 21, 2001 ---------------------------- Edward C. Hooks By: /s/ BONNIE H. HOWELL Director December 21, 2001 ---------------------------- Bonnie H. Howell By: /s/ HUNTER R. RAWLINGS, III Director December 21, 2001 ---------------------------- Hunter R. Rawlings, III By: /s/ THOMAS R. SALM Director December 21, 2001 ---------------------------- Thomas R. Salm By: /s/ MICHAEL H. SPAIN Director December 21, 2001 ---------------------------- Michael H. Spain By: /s/ WILLIAM D. SPAIN, JR. Director December 21, 2001 ---------------------------- William D. Spain, Jr. By: /s/ CRAIG YUNKER Director December 21, 2001 ---------------------------- Craig Yunker 4