VIST VISTERRA, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

June 18, 2012

Date of Report (Date of earliest event reported)

VIST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

(610) 208-0966

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01     Other Events.

Tompkins/VIST Merger

As previously announced, on January 25, 2012, Tompkins Financial Corporation (“Tompkins”), TMP Mergeco. Inc. (“Merger Sub”), a wholly owned acquisition subsidiary of Tompkins, and VIST Financial Corp. (“VIST”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which VIST will be merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate corporate existence of VIST will cease and Merger Sub will continue as the surviving corporation in the Merger.

On May 16, 2012, Tompkins and VIST filed with the Securities and Exchange Commission (the “SEC”) a definitive Joint Proxy Statement/Prospectus (the “Joint Proxy Statement/Prospectus”) in connection with the proposed Merger.

As has previously been described in the Joint Proxy Statement/Prospectus, following announcement of the Merger Agreement, two complaints (the “Lawsuits”) were filed against VIST, Tompkins and Merger Sub, one, a putative class action and shareholder derivative suit that also named certain members of the VIST board of directors as defendants, filed in the Berks County, Pennsylvania, Court of Common Pleas, and the other, a shareholder derivative action, filed in the United States District Court for the Eastern District of Pennsylvania.  These complaints alleged generally that VIST’s board of directors breached their fiduciary duties, that Tompkins and Merger Sub aided and abetted such breaches of fiduciary duty, that the Joint Proxy Statement/Prospectus contained deficiencies in the disclosure of information relating to the Merger and, with respect to the Lawsuit filed in Pennsylvania state court, that the Merger represents a waste of corporate assets.

On June 18, 2012, Tompkins, Merger Sub, VIST and the plaintiffs in the Lawsuits entered into a memorandum of understanding, regarding settlement of the Lawsuits.  In connection with the settlement, the parties agreed that VIST would make certain disclosures to its shareholders relating to the proposed Merger, in addition to the information contained in the Joint Proxy Statement/Prospectus.  Those additional disclosures are set forth below.

The memorandum of understanding also contemplates that the parties will seek to enter into and present to the state court a stipulation of settlement.  The stipulation of settlement will be subject to customary conditions, including approval of the court.  In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court will consider the fairness, reasonableness and adequacy of the settlement.  There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such a stipulation.  In such event, the proposed settlement as contemplated by the memorandum of understanding may be terminated.  If the court approves the settlement, the settlement will resolve all of the claims that were or could have been brought in the Lawsuits, including all claims relating to the Merger, the Merger Agreement and any disclosure made in connection therewith.

Tompkins, Merger Sub and VIST have vigorously denied, and continue to vigorously deny, any wrongdoing or liability with respect to all claims asserted in the Lawsuits, including (i) that they have committed any violations of law, (ii) that they have acted improperly in any way, (iii) that they have any liability or owe any damages of any kind to any plaintiff in the Lawsuits, and (iv) that any additional disclosures (including the additional disclosures described herein) are required under any applicable rule, regulation, statute, or law.  Rather, they are entering into the contemplated settlement solely because they consider it desirable that the Lawsuits be settled and dismissed in order to, among other things, (i) eliminate the burden, inconvenience, expense, risk, and distraction of further litigation, (ii) conclusively resolve all the claims that were or could have been asserted against them in the Lawsuits, and (iii) permit the Merger to proceed without risk of injunctive or other relief.  Nothing in this document, the parties’ memorandum of understanding or any stipulation of settlement shall be deemed to be an admission of liability or wrongdoing by any defendant in the Lawsuits nor shall anything in this document, the parties’ memorandum of understanding or any stipulation of settlement be deemed an admission of the materiality of any of the disclosures set forth herein.

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These additional disclosures amend and supplement the Joint Proxy Statement/Prospectus and should be read in conjunction with the disclosures contained therein.  To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Joint Proxy Statement/Prospectus, the Current Report on Form 8-K is more current.  Capitalized terms used but not defined in the additional disclosures have the meanings given to them in the Joint Proxy Statement/Prospectus.

ADDITIONAL DISCLOSURES

Additional Disclosure Regarding Background and Negotiation of the Merger

Treasury declined to advise VIST on what specific bases the determination was made not to approve VIST’s application.

The following paragraph and table are hereby inserted following the first paragraph under the caption “ Comparison of Selected Companies ” on page 55 of the Joint Proxy Statement/Prospectus:

Stifel’s analysis showed the following with respect to VIST’s financial performance and trading multiples in comparison to the 13 selected comparable companies (financial data as of September 30, 2011; market data as of January 23, 2012):

(1)           Core deposits defined as total deposits less certificates of deposit with balances greater than $100,000.

(2)           Pre-tax, pre-provision income defined as: income before taxes + provision - securities gains (losses) + amortization of intangibles + goodwill impairment.

(3)           Nonperforming loans defined as: nonaccrual loans + renegotiated loans + loans 90 + days past due.

(4)           Nonperforming assets defined as: nonperforming loans + OREO.

(5)           Texas ratio defined as: nonperforming assets / (tangible equity + loan loss reserves).

The second and third paragraphs and tables under the caption “ Analysis of Selected Bank Merger Transactions ” on pages 56 and 57 of the Joint Proxy Statement/Prospectus are hereby removed and replaced in their entirety with the following disclosure:

Safe Harbor Statement

Additional Information

This communication does not constitute an offer or the solicitation of an offer to buy our securities or the solicitation of any vote or approval.  This communication is being made in respect of the proposed Merger.  In connection with the proposed Merger, Tompkins and VIST filed a definitive Joint Proxy Statement/Prospectus with the SEC.  The definitive Joint Proxy Statement/Prospectus was mailed to Tompkins’ and VIST’s shareholders on or about May 28, 2012.  Before making any voting decision, shareholders are urged to read carefully in their entirety the definitive Joint Proxy Statement/Prospectus and any other relevant documents filed by Tompkins and VIST with the SEC when they become available because they contain and will contain important information about the proposed Merger.  You may obtain copies of all documents filed with the SEC regarding the proposed Merger, free of charge, at the SEC’s website (www.sec.gov), by accessing VIST’s website at http://www.vistfc.com or by calling VIST at (610) 603-7211 or by accessing Tompkins’ website at http://www.tompkinsfinancial.com or by calling Tompkins at (607) 273-3210.

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