Amendment No. 2
Tennessee | 62-1812853 | |
(State or other jurisdiction of | (I.R.S. Employee Identification Number) | |
incorporation or organization) |
Harold R. Carpenter
Large accelerated filero | Accelerated filerþ | |
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller Reporting Companyo |
Proposed | ||||||||||||||||||||||
Amount to | Maximum | Proposed Maximum | Amount of | |||||||||||||||||||
Title of Shares | be | Offering Price | Aggregate Offering | Registration | ||||||||||||||||||
to be Registered | Registered | Per Unit (1) | Price(1) | Fee | ||||||||||||||||||
Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value | 95,000 | $ | 1,000 | $ | 95,000,000 | $ | 3,733.50 | |||||||||||||||
Warrant to Purchase Common Stock, and underlying shares of Common Stock, $1.00 par value | 534,910 | (2) | $ | 26.64 | $ | 14,250,000 | (3) | $ | 560.03 | |||||||||||||
Total: | $ | 109,250,000 | $ | 4,293.53 | ||||||||||||||||||
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a). |
(2) | In addition to the Series A Preferred Stock, there are being registered hereunder (a) a warrant for the purchase of up to 534,910 shares of common stock with an initial per share exercise price of $26.64 per share, (b) the 534,910 shares of common stock issuable upon exercise of such warrant and (c) such additional number of shares of common stock, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain anti-dilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to Rule 416. |
(3) | Calculated in accordance with Rule 457(i) with respect to the per share exercise price of the warrant of $26.64. |
The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders named in this prospectus may |
Subject to Completion, Dated August 19, 2004sell the securities described herein and we and the selling shareholders named in this prospectus are not soliciting offers to buy the securities described herein in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
850,000 Shares
You prospectus. Pinnacle Financial Partners is offering 850,000stock. The shares are quotedstock is traded on the Nasdaq Stock Market’s NationalNASDAQ Global Select Market System under the symbol “PNFP.” On August 18, 2004,, 2009, the last reportedclosing sale price of the shares as reportedcommon stock on the Nasdaq Stock Market’s NationalNASDAQ Global Select Market System was $21.56$ per share.should considerare urged to obtain current market quotations for the risks which have been describedcommon stock.7 before buying shares of our common stock.Per ShareTotalPublic offering price$$Underwriting discount$$Proceeds, before expenses, to us$$The underwriters may purchase up to an additional 127,500 shares of common stock from us at the public offering price, less the underwriting discount, within 30 days from the date3 of this prospectus to cover over-allotments, if any.passed upon the adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares to purchasers against payment in , on or about , 2004.RAYMOND JAMES2004.2009.
This summary highlights selected
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Unless the context indicates otherwise, all references in this prospectus to “we”, “us” and “our” refer to Pinnacle Financial Partners, Inc. and its subsidiaries, on a consolidated basis.
Pinnacle Financial andincluding Pinnacle National
Bank, which we sometimes refer to as the bank, our bank subsidiary or our bank. References to the “offering” refer to the sale by the selling shareholders of the shares of our common stock covered by this prospectus.
At JuneBank. As of September 30, 2004,2008, we had total assets of $586.3 million, net loans of $350.8 million, deposits of $467.3 millionapproximately $3.3 billion and shareholders’ equity of $35.1$512.5 million. For
Nine months ended | Years ended December 31, | |||||||||||||||||||||||
September 30, 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Excluding interest on deposits | 3.90x | 3.44x | 4.03x | 4.14x | 5.73x | 4.93x | ||||||||||||||||||
Including interest on deposits | 1.46x | 1.44x | 1.54x | 1.65x | 2.01x | 1.74x |
History.In February 2000, our founders identifiedthe second largest bank, based on asset size, headquartered in Tennessee, with $4.3 billion in assets. Pinnacle National Bank operates as an opportunity for a locally-owned financial institutionurban community bank serving the Nashville-Davidson-Murfreesboro-Franklin MSA, which we refer to serveas the Nashville areaMSA and the Knoxville MSA. As an urban community bank, Pinnacle National Bank provides the personalized service most often associated with small community banks, while offering the sophisticated products and services, such as investments and treasury management, often associated with larger financial institutions. Pinnacle National Bank’s principal business is to
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Market Area. Nashville is a large, fast-growing metropolitan market. It is the capital of Tennessee and, according to the U.S. Census Bureau, was one of the fastest growing metropolitan statistical areas in the United States during the 1990’s, ranking 18th among the 100 largest in terms of population growth. We believe the impressive growth of the Nashville area is a primary factor in the expansion of the deposit base for the Nashville MSA. According toinsured by the Federal Deposit Insurance Corporation bank(the “FDIC”) up to applicable limits. Our competitors include larger, multi-state banks, commercial banks, savings and thrift deposits in the Nashville MSA grew from approximately $13.0 billion in June 1995 to more than $20.2 billion in June 2003, representing a 55.4% increase.
In addition to these growth dynamics, we believe three major trends in the Nashville MSA further strengthen our strategic market position as a locally-managed community bank:
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Market Philosophy and Business Strategies. We believe that our primary market segments, which are small to medium-sized businesses with annual sales from $1 million to $25 million and affluent households with investable assets over $250,000, are more likely to be attracted to our increased focus on customer service and our comprehensive financial product offerings. To attract business from these market segments, we seek to hire only seasoned professionals, from both the banking and brokerage industries, and to strategically design our banking, investment and insurance products to meet the expected needs of our targeted market segments. Accordingly, our marketing philosophy is centered on delivering exceptional service and effective financial advice through highly-trained personnel who understand and care about the comprehensive financial needs and objectives of our clients.
To carry out our marketing philosophy, our specific business strategies have been and will continue to be:
We believe that our business strategies allow us to effectively distinguish ourselves from other financial institutions operating withinservices companies.
Growth Strategies. To date, we have experienced rapid growth compared to the banking industry in general and even relative to the typical de novo bank. Based on FDIC information as of December 31, 2003, Pinnacle National was the fastest growingOffice of the 178 commercial banks chartered in the United States during 2000, in terms of total assets. As of June 30, 2004, we had grown the assets of Pinnacle National to $586.3 million. In addition to the rapid growth in bank assets, as of June 30, 2004, Pinnacle Asset Management’s licensed financial advisors were responsible for accumulating approximately $344 million in brokerage assets.
We believe our growth is a resultComptroller of the successful execution of our business strategies.Currency and the FDIC.
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The Offering
The number of shares outstanding after the offering is based upon our shares outstanding as of June 30, 2004 and excludes a total of 1,039,000 shares issuable under outstanding options granted under our stock option plans at that date and 406,000 shares issuable under warrants which we issued to our organizers. Of these options and warrants, 803,376 are exercisable as of June 30, 2004, at a weighted average exercise price of $6.55 for the options and $5.00 for the warrants. The number of shares to be outstanding after the offering assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional 127,500 shares.
Location of Executive Offices
The address of ourprincipal executive offices is Theare located at 211 Commerce Center, 211 Commerce Street,Suite 300, Nashville, Tennessee 37201 and our telephone number at these offices is (615) 744-3700.
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Summary Consolidated Financial Data
The following table sets forth summary historical consolidated financial data from Our internet address is www.pnfp.com. Please note that our consolidated financial statementswebsite is provided as an inactive textual reference and should be read in conjunction withthe information on our consolidated financial statements including the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-KSB andwebsite is not incorporated by reference intoin this prospectus. Except for the data under “Performance Ratios and Other Data” and “Asset Quality Ratios,” the summary historical consolidated financial data as of December 31, 2003, 2002, 2001 and 2000 and for the years ended December 31, 2003, 2002 and 2001 and the period from February 28, 2000, (inception) to December 31, 2000 is derived from our audited consolidated financial statements and related notes, which were audited by KPMG LLP. The summary historical consolidated financial data as of and for the six months ended June 30, 2004 and June 30, 2003, is derived from unaudited consolidated financial statements for those periods. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which our management considers necessary for a fair presentation of our financial position and results of operations for these periods. The financial condition and results of operations as of and for the six months ended June 30, 2004, do not purport to be indicative of the financial condition or results of operations to be expected as of or for the fiscal year ending December 31, 2004.
Six Months Ended | |||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2004 | 2003 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
(In thousands, except per share data, ratios and percentages) | |||||||||||||||||||||||||
Statement of Financial Condition Data: | |||||||||||||||||||||||||
Total assets | $ | 586,313 | $ | 403,229 | $ | 498,421 | $ | 305,279 | $ | 175,439 | $ | 39,042 | |||||||||||||
Loans, net | 350,801 | 252,260 | 293,286 | 207,066 | 134,440 | 12,047 | |||||||||||||||||||
Allowance for loan losses | (4,466 | ) | (3,189 | ) | (3,719 | ) | (2,677 | ) | (1,832 | ) | (162 | ) | |||||||||||||
Securities available-for-sale | 137,892 | 99,968 | 139,944 | 73,980 | 19,886 | 7,116 | |||||||||||||||||||
Deposits and securities sold under agreements to repurchase | 491,094 | 326,892 | 405,619 | 249,067 | 147,917 | 22,945 | |||||||||||||||||||
Federal Home Loan Bank advances | 47,500 | 41,500 | 44,500 | 21,500 | 8,500 | — | |||||||||||||||||||
Subordinated debt | 10,310 | — | 10,310 | — | — | — | |||||||||||||||||||
Stockholders’ equity | 35,125 | 33,627 | 34,336 | 32,404 | 18,291 | 15,771 | |||||||||||||||||||
Income Statement Data: | |||||||||||||||||||||||||
Interest income | $ | 11,892 | $ | 8,315 | $ | 18,262 | $ | 12,561 | $ | 6,069 | $ | 506 | |||||||||||||
Interest expense | 3,204 | 2,694 | 5,363 | 4,362 | 2,579 | 125 | |||||||||||||||||||
Net interest income | 8,688 | 5,621 | 12,899 | 8,199 | 3,490 | 381 | |||||||||||||||||||
Provision for loan losses | 802 | 635 | 1,157 | 938 | 1,670 | 162 | |||||||||||||||||||
Net interest income after provision for loan losses | 7,886 | 4,986 | 11,742 | 7,261 | 1,820 | 219 | |||||||||||||||||||
Noninterest income | 2,408 | 1,339 | 3,287 | 1,732 | 1,341 | 115 | |||||||||||||||||||
Noninterest expense | 7,027 | 4,917 | 11,049 | 7,989 | 6,363 | 2,589 | |||||||||||||||||||
Income (loss) before income taxes | 3,267 | 1,408 | 3,980 | 1,004 | (3,202 | ) | (2,255 | ) | |||||||||||||||||
Income (benefit) tax expense | 1,028 | 498 | 1,426 | 356 | (2,065 | ) | — | ||||||||||||||||||
Net income (loss) | $ | 2,239 | $ | 910 | $ | 2,555 | $ | 648 | $ | (1,137 | ) | $ | (2,255 | ) | |||||||||||
Per Share Data: | |||||||||||||||||||||||||
Earnings (loss) per share — basic | $ | 0.30 | $ | 0.12 | $ | 0.35 | $ | 0.11 | $ | (0.29 | ) | $ | (1.40 | ) | |||||||||||
Weighted average shares outstanding — basic | 7,391,013 | 7,384,106 | 7,384,106 | 6,108,942 | 3,963,196 | 1,617,616 | |||||||||||||||||||
Earnings (loss) per share — diluted | $ | 0.27 | $ | 0.12 | $ | 0.33 | $ | 0.11 | $ | (0.29 | ) | $ | (1.40 | ) | |||||||||||
Weighted average shares outstanding — diluted | 8,246,422 | 7,722,274 | 7,876,006 | 6,236,844 | 3,963,196 | 1,617,616 | |||||||||||||||||||
Book value per share | $ | 4.74 | $ | 4.55 | $ | 4.65 | $ | 4.39 | $ | 3.96 | $ | 4.13 | |||||||||||||
Common shares outstanding at end of period | 7,404,586 | 7,384,106 | 7,384,106 | 7,384,106 | 4,624,106 | 3,820,000 |
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Six Months Ended | |||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2004 | 2003 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||||
(In thousands, except per share data, ratios and percentages) | |||||||||||||||||||||||||
Performance Ratios and Other Data(1): | |||||||||||||||||||||||||
Return on average assets(2) | 0.84 | % | 0.53 | % | 0.66 | % | 0.29 | % | (1.19 | )% | (4.70 | )% | |||||||||||||
Return on average stockholders’ equity(2) | 12.57 | % | 5.55 | % | 7.70 | % | 2.45 | % | (7.8 | )% | (7.7 | )% | |||||||||||||
Net interest margin(3) | 3.51 | % | 3.43 | % | 3.53 | % | 3.81 | % | 3.95 | % | 5.71 | % | |||||||||||||
Net interest spread(4) | 3.26 | % | 3.12 | % | 3.23 | % | 3.42 | % | 3.29 | % | 2.33 | % | |||||||||||||
Noninterest income to average assets(2) | 0.91 | % | 0.77 | % | 0.85 | % | 0.76 | % | 1.41 | % | 0.42 | % | |||||||||||||
Noninterest expense to average assets(2) | 2.64 | % | 2.84 | % | 2.85 | % | 3.50 | % | 6.70 | % | 9.48 | % | |||||||||||||
Efficiency ratio(5) | 63.3 | % | 70.6 | % | 68.3 | % | 80.4 | % | 131.7 | % | 521.9 | % | |||||||||||||
Average loan to average deposit ratio | 77.4 | % | 88.9 | % | 85.5 | % | 98.5 | % | 94.9 | % | 98.6 | % | |||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 118.2 | % | 119.1 | % | 118.9 | % | 119.6 | % | 122.7 | % | 248.0 | % | |||||||||||||
Asset Quality Ratios: | |||||||||||||||||||||||||
Allowance for loan losses to nonperforming assets | 333.5 | % | 291.2 | % | 981.3 | % | 143.4 | % | 732.8 | % | N/A | ||||||||||||||
Allowance for loan losses to total loans | 1.26 | % | 1.25 | % | 1.25 | % | 1.29 | % | 1.36 | % | 1.31 | % | |||||||||||||
Nonperforming assets to total assets | 0.23 | % | 0.27 | % | 0.08 | % | 0.60 | % | 0.14 | % | 0.00 | % | |||||||||||||
Nonaccrual loans to total loans | 0.38 | % | 0.43 | % | 0.13 | % | 0.89 | % | 0.19 | % | 0.00 | % | |||||||||||||
Net loan charge-offs to average loans(2) | 0.03 | % | 0.12 | % | 0.05 | % | 0.05 | % | 0.00 | % | 0.00 | % | |||||||||||||
Net charge-offs as a percentage of: | |||||||||||||||||||||||||
Provision for loan losses | 6.9 | % | 19.4 | % | 9.94 | % | 9.91 | % | 0.00 | % | 0.00 | % | |||||||||||||
Allowance for loan losses(2) | 2.46 | % | 3.86 | % | 3.09 | % | 3.47 | % | 0.00 | % | 0.00 | % | |||||||||||||
Capital Ratios: | |||||||||||||||||||||||||
Leverage(6) | 8.4 | % | 8.9 | % | 9.7 | % | 11.1 | % | 11.6 | % | 82.5 | % | |||||||||||||
Tier 1 risk-based capital | 10.2 | % | 10.6 | % | 11.8 | % | 12.7 | % | 10.1 | % | 58.8 | % | |||||||||||||
Total risk-based capital | 11.2 | % | 11.7 | % | 12.8 | % | 13.8 | % | 11.2 | % | 59.4 | % |
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We have a concentrationcould decline and you could lose all or part of credit exposure to borrowers in the trucking industry and to operators of nonresidential buildings and to small to medium-sized businesses.
At June 30, 2004, we had total credit exposure to borrowers in the trucking industry and to borrowers that operate nonresidential buildings equal to $39.3 million and $23.5 million, respectively. As a percentage of our total loans outstandingyour investment. This listing should not be considered as of June 30, 2004, these amounts were 11.1% and 6.7%, respectively. If either of these industries experience an economic slowdown and, as a result, the borrowers in these industries are unable to perform their obligations under their existing loan agreements, our earnings could be negatively impacted, causing the value of our common stock to decline.
Additionally, a substantial focus of our marketing and business strategy is to serve small to medium-sized businesses in the metropolitan Nashville area. As a result, a relatively high percentage of our loan portfolio consists of commercial loans to small to medium-sized business. At June 30, 2004, our commercial loans accounted for 70.3% of our total loans. During periods of economic weakness, small to medium-sized businesses may be impacted more severely than larger businesses. Consequently, the ability of such businesses to repay their loans may deteriorate, which would adversely impact our results of operations and financial condition.
all-inclusive.
We
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Changes
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We may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.
In order to maintain our capital at desired or regulatorily-required levels, we may be required to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. We may sell these shares at prices below the public offering price of the shares offered by this prospectus, and the sale of these shares may significantly dilute your ownership as a shareholder. We could also issue additional shares in connection with acquisitions of other financial institutions.
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The trading volume.
We cannot predict the effect, if any, that future sales of our common stock in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We, therefore, can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.
The market price of our common stock may fluctuate in the future, and these fluctuations may be unrelated to our performance. General market price declines or overall market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.
earnings. Changes in state or federal tax laws or regulations can have a similar impact.
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Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our internal control over financial reporting and have our auditor attest to such evaluation. Although we have prepared an internal plan of action for compliance, we have not completed the evaluation as of the date of this filing. Compliance with these requirements is expected to be expensive and time-consuming and may negatively impact our results of operations. Further, we may not meet the required deadlines. If we fail to timely complete this evaluation, or if our auditors cannot timely attest to our evaluation, we may be subject to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting.
We are subject to various statutes and regulations that may limit our ability to take certain actions.
growth and are subject to FDIC insurance assessments, which we expect will increase in 2009 as a result of the failure of several banks in 2008 that have depleted the insurance fund.
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senior to our common stock and all other equity securities designated as ranking junior to the | |||
• | at least equally with all other equity securities designated as ranking on a parity with the Series A preferred stock, with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or |
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• | purchases or other acquisitions by broker-dealer subsidiaries of Pinnacle Financial for resale pursuant to an offering by Pinnacle Financial of our stock that is underwritten by the related broker-dealer subsidiary; | ||
• | any dividends or distributions of rights or junior stock in connection with any shareholders’ rights plan or any redemption or repurchase of rights pursuant to a shareholders’ rights plan; | ||
• | acquisition of record ownership of junior stock or parity stock for the beneficial ownership of any other person who is not Pinnacle Financial or a subsidiary of Pinnacle Financial, including as trustee or custodian; and | ||
• | the exchange or conversion of junior stock for or into other junior stock or of parity stock for or into other parity stock or junior stock but only to the extent that such acquisition is required pursuant to binding contractual agreements entered into before December 12, 2008 or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for common stock. |
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• | any amendment or alteration of our amended and restated charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock ranking senior to the Series A preferred stock with respect to payment of dividends and/or distribution of assets on any liquidation, dissolution or winding up of Pinnacle Financial; | ||
• | any amendment, alteration or repeal of any provision of our amended and restated charter so as to adversely affect the rights, preferences, privileges or voting powers of the Series A preferred stock; or | ||
• | any consummation of a binding share exchange or reclassification involving the Series A preferred stock or of a merger or consolidation of Pinnacle Financial with another entity, unless the shares of Series A preferred stock remain outstanding following any such transaction or, if Pinnacle Financial is not the surviving entity, are converted into or exchanged for preference securities of the surviving entity and such remaining outstanding shares of Series A preferred stock or preference securities have rights, references, privileges and voting powers that are not materially less favorable than the rights, preferences, privileges or voting powers of the Series A preferred stock, taken as a whole. |
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• | as consideration for or to fund the acquisition of businesses and/or related assets; | ||
• | in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by Pinnacle Financial’s board of directors; | ||
• | in connection with public or broadly marketed offerings and sales of common stock or convertible securities for cash conducted by Pinnacle Financial or its affiliates pursuant to registration under |
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USE OF PROCEEDS
We estimatesimilar transaction involving Pinnacle Financial and requiring shareholder approval, or a reclassification of Pinnacle Financial’s common stock, the warrantholder’s right to receive shares of Pinnacle Financial’s common stock upon exercise of the warrant shall be converted into the right to exercise the warrant for the transaction consideration that our net proceeds from our sale ofwould have been payable to the warrantholder with respect to the shares of common stock we are offeringfor which the warrant may be exercised, as if the warrant had been exercised prior to such merger, consolidation or similar transaction. For purposes of the provision described in the preceding sentence, if the holders of Pinnacle Financial common stock have the right to elect the amount or type of consideration to be received by them in the business combination, then the consideration that the warrantholder will be approximately $ , or approximately $ million ifentitled to receive upon exercise will be the underwriters’ over-allotment option is exercised in full, in each case after deducting estimated underwriting discountsamount and commissions and the estimated offering expenses payabletype of consideration received by us assuming a public offering price of $ per share.
We will invest approximatelymajority of the net proceeds in Pinnacle National, where these proceeds would be available for general corporate purposes, including Pinnacle National’s lending and investment activities associated with its anticipated growth. We will retain the remaining approximately $holders of the net proceeds for our general corporate purposes and working capital to position us for future growth opportunities. Pending these uses, the net proceeds will be invested by us in a variety of short-term assets, including federal funds, interest-bearing deposits in other banks and similar investments.
PRICE RANGE OF OUR COMMON STOCK
Our common stock has been traded on the Nasdaq Stock Market’s National Market System since August 14, 2002, under the symbol “PNFP.” From May 28, 2002, to August 13, 2002, our common stock was traded on the Nasdaq SmallCap Market and before that time it was traded on the Nasdaq over-the-counter bulletin board. The following table shows the high and low bid information for our common stock for the quarters since our common stock was originally listed on the Nasdaq over-the-counter bulletin board and thereafter on the Nasdaq SmallCap Market and the Nasdaq National Market System. Quotations for the period of time that the common stock was tradedwho affirmatively make an election.
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Bid Price Per Share | |||||||||
High | Low | ||||||||
2002: | |||||||||
First quarter | $ | 5.25 | $ | 4.38 | |||||
Second quarter | 5.95 | 4.85 | |||||||
Third quarter | 6.50 | 5.45 | |||||||
Fourth quarter | 6.65 | 5.51 | |||||||
2003: | |||||||||
First quarter | $ | 7.07 | $ | 6.38 | |||||
Second quarter | 8.50 | 6.53 | |||||||
Third quarter | 9.97 | 8.00 | |||||||
Fourth quarter | 12.95 | 9.68 | |||||||
2004: | |||||||||
First quarter | $ | 15.50 | $ | 11.65 | |||||
Second quarter | 18.67 | 13.50 | |||||||
Third quarter (through August 18, 2004) | 23.70 | 17.70 | |||||||
On August 18, 2004, the last reported sale priceSeries A preferred stock for our common stock onan aggregate of six quarterly dividend periods or more (whether or not consecutive), the Nasdaq National Market System was $21.56 per share. The market price for our stock is highly volatile and fluctuates in response to a wide varietyauthorized number of factors. At August 18, 2004, we had approximately 59 shareholdersdirectors then constituting Pinnacle Financial’s board of record and an estimated 1,400 beneficial owners.
DIVIDEND POLICY
directors will be increased by two. Holders of ourthe Series A preferred stock, together with the holders of any outstanding parity stock with like voting rights, referred to as voting parity stock, voting as a single class, will be entitled to elect the two additional members of Pinnacle Financial’s board of directors, referred to as the preferred stock directors, at the next annual meeting (or at a special meeting called for the purpose of electing the preferred stock directors prior to the next annual meeting) and at each subsequent annual meeting until all accrued and unpaid dividends for all past dividend periods have been paid in full. See “Description of Series A Preferred Stock — Voting Rights”.
Our
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CAPITALIZATION
The following table sets forth our capitalizationcertain capital ratios asrestated charter, with exceptions, requires that any merger or similar transaction involving Pinnacle Financial or any sale or other disposition of June 30, 2004. Our capitalization is presented on an actual basisall or substantially all of Pinnacle Financial’s assets will require the affirmative vote of a majority of its directors then in office and on an as adjusted basis to reflect the saleaffirmative vote of 850,000the holders of at least two-thirds of the outstanding shares of ourPinnacle Financial’s common stock in this offering and our receipt of $ million in estimated net proceeds from this offering, assuming a public offering price of $ per share and after deducting the underwriting discount and estimated expenses of the offering. June 30, 2004 Actual As Adjusted Stockholders’ equity: Preferred stock, no par value; 10,000,000 shares authorized: no shares issued and outstanding $ — — 7,404,586 8,254,586 Additional paid-in capital 27,071,090 Retained earnings 2,050,342 2,050,342 Accumulated other comprehensive income (loss), net (1,400,921 ) (1,400,921 ) Total stockholders’ equity $ 35,125,097 Capital Ratios: Leverage(1) 8.4 % Risk-based capital(2): Tier 1 10.2 % Total 11.2 % (1) Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets for the quarter ended June 30, 2004. As adjusted calculation assumes that proceeds from offering would have been received as the last transaction for the quarter ended June 30, 2004.(2) The as adjusted calculations for the risk-based capital ratios assume that the proceeds from the offering are invested in assets which carry a 100% risk-weighting as of June 30, 2004.13MANAGEMENTDirectors and Executive OfficersThe following table sets forth certain information concerning our directors and executive officers as of August 5, 2004:NameAgePositionM. Terry Turner(1)49President and Chief Executive Officer and DirectorRobert A. McCabe, Jr.(1)53Chairman of the BoardHugh M. Queener48EVP and Chief Administrative OfficerJames E. White51EVP and Senior Lending OfficerCharles B. McMahan57EVP and Senior Credit OfficerJoanne B. Jackson47EVP and Client Services Group ManagerHarold R. Carpenter45EVP and Chief Financial OfficerSue G. Atkinson(3)63DirectorGregory L. Burns(1)(4)49DirectorColleen Conway-Welch(3)60DirectorClay T. Jackson(2)(3)50DirectorJohn E. Maupin, Jr.(3)(4)57DirectorRobert E. McNeilly, Jr.(1)(2)(3)72DirectorDale W. Polley(1)(2)55DirectorLinda E. Rebrovick(2)48DirectorJames L. Shaub, II(2)(4)46DirectorReese L. Smith, III(4)56Director(1) Member of the Executive Committee of the Board of Directors.(2) Member of the Audit Committee of the Board of Directors.(3) Member of the Community Affairs Committee of the Board of Directors.(4) Member of the Human Resources, Nominating and Compensation Committee of the Board of DirectorsM. Terry Turneris our president and chief executive officer. Mr. Turner joined Park National Bank, Knoxville, Tennessee in 1979 where he held various management positions, including senior vice president of the bank’s commercial division. In 1985, Mr. Turner joined First American National Bank, Nashville, Tennessee, as a result of its acquisition of Park National Bank. Mr. Turner served from January 1994 until November 1998 as president of the retail bank of First American National Bank. From November 1998 until October 1999, he served as president of the Investment Services Group of First American Corporation. Mr. Turner’s banking career at First American in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking and investment operations.Robert A. McCabe, Jr. began his banking career with the former Park National Bank of Knoxville, Tennessee, as an officer trainee in 1976. From 1976 to 1984, Mr. McCabe held various positions with Park National Bank in Knoxville, including senior vice president, until the acquisition of Park National by First American National Bank in 1985. Mr. McCabe joined First American as an executive vice president of the retail bank of First American National Bank of Nashville, a position he held until 1987 when First American promoted him to president and chief operating officer of the First American National Bank of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named president and chief operating officer for First American’s east Tennessee region. Mr. McCabe continued in that position until 1991, when First American selected him as president of First American’s Corporate Banking division, and14shortly thereafter, as president of its General Banking division. In 1994, First American appointed Mr. McCabe as a vice chairman of First American Corporation. In March 1999, Mr. McCabe was appointed by First American to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouth in October 1999. Mr. McCabe serves as a director of National Health Investors of Murfreesboro, Tennessee.Hugh M. Queenerwas employed by AmSouth from 1999 to 2000, serving as an executive vice president in the consumer banking group in Nashville. Prior to the merger with AmSouth, Mr. Queener was employed by First American National Bank from 1987 to 1999, serving most recently as executive vice president in charge of retail lending from 1987 to 1999.James E. Whitewas employed by AmSouth from 1999 to 2000, serving as executive vice president — group sales manager for the private banking group in Nashville. Prior to the merger with AmSouth, Mr. White was employed by First American National Bank from 1991 to 1999, serving in a variety of roles in the commercial and private banking areas, including private banking group manager in 1998 and 1999 and president of the middle region of Tennessee in 1997 and 1998.Charles B. McMahanwas employed by AmSouth Bancorporation from 1999 to 2002 as Senior Vice President — State Senior Credit Officer for Tennessee and Louisiana based in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. McMahan was employed in a variety of roles from 1974 to 1999 at First American National Bank in the commercial and consumer lending areas and, ultimately, was promoted to Executive Vice President — Credit Administration. Mr. McMahan is also a certified public accountant.Joanne B. Jacksonwas employed by AmSouth from 1999 to 2000 as the business banking team leader in Nashville, Tennessee. Prior to the merger with AmSouth, Ms. Jackson was employed as a senior vice president at First American National Bank from 1994 to 1999, serving in a variety of roles focusing on the small business market.Harold R. Carpenterwas employed by AmSouth from 1999 to 2000 as a senior vice president in the finance group in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. Carpenter was employed by First American National Bank as senior vice president from 1994 to 1999, serving most recently as the financial manager for the Tennessee, Mississippi and Louisiana areas. Mr. Carpenter was employed by the national accounting firm, KPMG, from 1982 to 1994.Sue G. Atkinsonhas been chairman of Atkinson Public Relations of Nashville, Tennessee since 1986.Gregory L. Burnsserves as chairman of the board and chief executive officer for O’Charley’s Inc. Mr. Burns joined O’Charley’s in 1983 as controller, and later held the positions of executive vice president, chief financial officer and president.Colleen Conway-Welchis the dean and chief executive officer of the Vanderbilt University School of Nursing in Nashville, Tennessee, a position she has held since 1984. Ms. Conway-Welch’s professional activities include or have included serving as a member of thestock. However, if Pinnacle Financial’s board of directors for Ardent Health Systems, Caremark and RehabCare Group.Clay T. Jacksonis Senior Vice President, Regional Agency Manager, Tennessee for BB&T — Cooper, Love & Jackson. Mr. Jackson washas approved the president and a principalparticular transaction by the affirmative vote of Cooper, Love & Jackson, Inc. prior to the September 2003 merger with BB&T and had served in this capacity since 1989.John E. Maupin, Jr. is president and chief executive officer of Meharry Medical College, a position he has held since 1994. Dr. Maupin came to Meharry from the Morehouse School of Medicine in Atlanta, Georgia, where he served as executive vice president from 1989 to 1994. He currently serves on the Board of Directors of LifePoint Hospitals, Inc. and VALIC Companies I and II of American International Group Inc.Robert E. McNeilly, Jris a retired banker, and is currently a board membertwo-thirds of the Ragland Corporation, a privately-owned, real estate holding company. From 1993 to 1996, Mr. McNeilly served as15presidententire board, then the applicable provisions of First American Trust Company, Nashville, Tennessee law would govern and from 1986 to 1993, as the chairman of First American National Bank.Dale W. Polleyretired as a vice chairman and membershareholder approval of the board of directors of First American Corporation and First American National Bank in 2000. Intransaction would require only the nine years preceding these positions, Mr. Polley served in various executive management positions at First American, which included serving as its president from 1997 to 1999. Before joining First American in 1991, Mr. Polley was group executive vice president and treasurer for C&S/ Sovran Corporation, and held various positions within Sovran before its merger with C&S. Mr. Polley joined Sovran from Commerce Union Bank of Nashville where he was its executive vice president and chief financial officer. Mr. Polley serves on the board of directors of O’Charley’s Inc.Linda E. Rebrovickcurrently serves as executive vice president and chief marketing officer of BearingPoint. Ms. Rebrovick was previously executive vice president of HealthCare Consulting, KPMG Consulting and national managing partner, KPMG LLP’s HealthCare Consulting Practice. She has 22 years of experience in consulting, including work for IBM as the business unit executive for its Tennessee Consulting & Systems Integration Services.James L. Shaub, IIis president and chief executive officer of Southeast Waffles, LLC, a multi-state Waffle House franchise based in Nashville.Reese L. Smith, IIIis president of Haury & Smith Contractors, Inc., a real estate development and home building firm. From 1996 to 1999, Mr. Smith served as a board member of First Union National Bank of Nashville, and was a founder and director of Brentwood National Bank from its inception in 1991 to 1996.16UNDERWRITINGSubject to the terms and conditions in the underwriting agreement dated , 2004, the underwriters named below, for whom Raymond James & Associates, Inc. is acting as representative, have severally agreed to purchase from us the respective number of shares of our common stock set forth opposite their names below:UnderwriterNumber of SharesRaymond James & Associates, Inc. Total850,000 The underwriting agreement provides that the obligationsaffirmative vote of the several underwriters to purchase and accept deliveryholders of a majority of the common stock offered by this prospectus are subject to approval by their counsel of legal matters and to other conditions set forth in the underwriting agreement. The underwriters are obligated to purchase and accept delivery of all of theoutstanding shares of common stock offered by this prospectus, if any are purchased, other than those covered by the over-allotment option described below. The underwriters proposeentitled to offer the common stock directly to the public at the public offering price indicatedvote on the cover pagetransaction. Any amendment of this prospectus and to various dealersprovision adopted by less than two-thirds of the entire board of directors would require the affirmative vote of the holders of at that price less a concession not to exceed $ per share,least two-thirds of which $ may be reallowed to other dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the underwriters. No reduction will change the amount of proceeds to be received by us as indicated on the cover page of this prospectus. Theoutstanding shares of common stock are offered bystock; otherwise, the underwriters as stated in this prospectus, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.We have granted toamendment would only require the underwriters an option, exercisable within 30 days afteraffirmative vote of at least a majority of the date of this prospectus, to purchase from time to time up to an aggregate of 127,500 additionaloutstanding shares of common stockstock.cover over-allotments, if any at the public offering price less the underwriting discount. If the underwriters exercise their over-allotment option to purchase anyoffer of the additional 127,500 shares, each underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional shares based on the underwriter’s percentage purchase commitment in this offering as indicated in the table above. If purchased, these additional shares will be sold by the underwriters on the same terms as those on which the shares offered by this prospectus are being sold. The underwriters may exercise the over-allotment option only to cover over-allotments made in connection with the sale of the shares of common stock offered in this offering.another party to:
At our request, the underwriters have reserved up to 40,000 shares of our common stock offered by this prospectus for sale to our directors and officers at the public offering price set forth on the cover page of this prospectus. These persons must commit to purchase from an underwriter or selected dealer at the same time as the general public. The number of shares available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares purchased by our directors or executive officers will be subject to the lock-up agreements described on the following page. We are not making loans to these officers or directors to purchase such shares.
The following table summarizes the underwriting compensation to be paid to the underwriters by us. These amounts assume both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discount referred to below, will be approximately $ .
• | ||||||||||||
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We have agreed to indemnify the underwriters against various liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
Subject to specified exceptions, each of our directors and our executive officers has agreed, for a period of 90 days after the date of this prospectus, without the prior written consent of Raymond James & Associates, Inc., not tomake a tender offer or exchange offer sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of our common stock or securities convertible into or exercisable or exchangeable for any shares of our common stock. This agreement also precludes any hedging collar or other transaction designed or reasonably expected to result in a disposition of our common stock or securities convertible into or exercisable or exchangeable for our common stock.
In addition, we have agreed that, for 90 days after the date of this prospectus, we will not, directly or indirectly, without the prior written consent of Raymond James & Associates, Inc., issue, sell, contract to sell, or otherwise dispose of or transfer, any of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, except for our sale of common stock in this offering and the issuance of options or shares of common stock under our existing employee benefit plans, pursuant to previously issued warrants or in connection with acquisitions approved by the Company’s board of directors.
Until the offering is completed, rules of the Securities and Exchange Commission may limit the ability of the underwriters and certain selling group members to bid for and purchase shares of our common stock. As an exception to these rules, the underwriters may engage in certain transactions that stabilize the price of our common stock. These transactions may include short sales, stabilizing transactions, purchases to cover positions created by short sales and passive market making. Short sales involve the sale by the underwriters of a greater number of shares of our common stock than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while the offering is in progress. In passive market making, the underwriter, in its capacity as market maker in the common stock, may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters without notice at any time. These transactions may be effected on the Nasdaq National Market or otherwise.
Our common stock is listed on the Nasdaq National Market under the symbol “PNFP.”
Certain representatives of the underwriters or their affiliates may in the future perform investment banking and other financial services, including without limitation outsourced retail investment services, for us, our affiliates and our customers for which they may receive advisory or transaction-based fees and commissions, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for such services. For example, we offer retail brokerage and investment services to our customers through a contract with Raymond James Financial Services, Inc., and Raymond James & Associates, Inc. is currently a market maker in our common stock on the Nasdaq National Market.
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WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its public reference rooms. The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are also available on our website at http://www.mypinnacle.com and at the office of the Nasdaq National Market.
This prospectus, which is part of the registration statement, omits some of the information included in the registration statement as permitted by the rules and regulations of the SEC. As a result, statements made in this prospectus as to the contents of any contract or other document are not necessarily complete. You should read the full text of any contract or document filed as an exhibit to the registration statement for a more complete understanding of the contract or document or matter involved.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about our company and its finances:
merge or combine Pinnacle Financial with another corporation; or | |||
purchase or otherwise acquire all or substantially all of the properties and assets owned by Pinnacle Financial. |
• | the expected social and economic effects of the transaction on | ||
• | the payment being offered by the other corporation in relation to (1) Pinnacle Financial’s current value at the time of the proposal as determined in a freely negotiated transaction and (2) the board of directors’ estimate of Pinnacle Financial’s future value as an independent company at the time of the proposal; and | ||
the |
17
We
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Notwithstanding the foregoing, information furnished under Items 9 and 12 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this prospectus or the accompanying registration statement.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered a copy of any or all of the information that we have incorporated by reference into this prospectus but not delivered with this prospectus. To receive a free copy of any of the documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those
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LEGAL MATTERS
Certain legal matters with respect to the shares of common stock offered hereby will be passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain legal matters with respect to the common stock offered by this prospectus will be passed upon for Raymond James by Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of Pinnacle Financial Partners, Inc. as of December 31, 2003 and December 31, 2002, and for each of the fiscal years in the three-year period ended December 31, 2003 have been incorporated by reference in this prospectus and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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TABLE OF CONTENTS
You should rely onlyadjudged liable on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. We are not, and the underwriters are not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assumebasis that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. Unless otherwise indicated, all information in this prospectus assumes that the underwriters will not exercise their option to purchase additional common stock to cover over-allotments.such personal benefit was
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850,000 Shares
Common Stock
PROSPECTUS
RAYMOND JAMES
, 2004
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The expensesPinnacle Financial’s charter provides that it will indemnify its directors and officers to be paidthe maximum extent permitted by the Registrant in connection with the distribution of the securities being registered are as set forth in the following table:
Securities and Exchange Commission fee | $ | 2,333 | ||
Printing expenses* | $ | 35,000 | ||
Legal fees and expenses* | $ | 50,000 | ||
Accounting fees and expenses* | $ | 67,500 | ||
Miscellaneous* | $ | 50,000 | ||
Total* | $ | 204,833 |
The Registrant’sTBCA. Pinnacle Financial’s bylaws provide that its directors and officers willshall be indemnified against expenses that they actually and reasonably incur if they are successful on the merits of a claim or proceeding. In addition, the bylaws provide that the RegistrantPinnacle Financial will advance to its directors and officers reasonable expenses of any claim or proceeding so long as the director or officer furnishes the RegistrantPinnacle Financial with (1) a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and (2) a written statement that he or she will repay any advances if it is ultimately determined that he or she is not entitled to indemnification.
The Registrant’s
The Registrant’s
• | a breach of the director’s duty of loyalty to | ||
• | an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; | ||
• | any payment of a dividend or approval of a stock repurchase that is illegal under the |
II-1
The Registrant’s
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Nine months ended | Years ended December 31, | |||||||||||||||||||||||
September 30, 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Excluding interest on deposits | 3.90x | 3.44x | 4.03x | 4.14x | 5.73x | 4.93x | ||||||||||||||||||
Including interest on deposits | 1.46x | 1.44x | 1.54x | 1.65x | 2.01x | 1.74x |
• | 95,000 shares of Series A Preferred Stock, representing beneficial ownership of 100% of the shares of Series A preferred stock outstanding on the date of this prospectus; | ||
• | a warrant to purchase 534,910 shares of our common stock; and | ||
• | 534,910 shares of our common stock issuable upon exercise of the warrant, which shares, if issued, would represent ownership of approximately 2.2% of our common stock outstanding as of December 31, 2008. |
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• | on any national securities exchange or quotation service on which the preferred stock or the common stock may be listed or quoted at the time of sale, including, as of the date of this prospectus, the NASDAQ Global Select Market in the case of the common stock; | ||
• | in the over-the-counter market; | ||
• | in transactions otherwise than on these exchanges or services or in the over-the-counter market; or | ||
• | through the writing of options, whether the options are listed on an options exchange or otherwise. |
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• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007; | ||
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008; June 30, 2008; and September 30, 2008. | ||
• | Our Current Reports on Form 8-K dated January 25, 2008, January 25, 2008, February 5, 2008, March 5, 2008, July 18, 2008, August 5, 2008, November 19, 2008, December 17, 2008, December 23, 2008 and January 6, 2009. | ||
• | The description of our common stock, par value $1.00 per share, contained in our Registration Statement on Form 8-A/A filed with the Commission and dated January 12, 2009, including all amendments and reports filed for purposes of updating such description. |
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Item 14. | Other Expenses of Issuance and Distribution. |
Securities and Exchange Commission Fee | $ | 4,293.53 | ||
Legal Fees and Expenses | $ | 10,000.00 | ||
Accounting Fees and Expenses | $ | 10,000.00 | ||
Miscellaneous | $ | 5,000.00 | ||
Total | $ | 29,293.53 | ||
Item 15. | Indemnification of Directors and Officers. |
II-1
• | a breach of the director’s duty of loyalty to us or our shareholders; | ||
• | an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or | ||
• | any payment of a dividend or approval of a stock repurchase that is illegal under the TBCA. |
1 | .1 | Form of Underwriting Agreement.** | ||
3 | .1 | Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004). | ||
3 | .2 | Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003). | ||
4 | .1 | Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018)). | ||
4 | .2 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock. | ||
5 | .1 | Opinion of Bass, Berry & Sims PLC.* | ||
23 | .1 | Consent of KPMG LLP.** | ||
23 | .2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).* | ||
24 | .1 | Powers of Attorney.* |
Item 16. |
Exhibit | ||||
Number | Description | |||
3.1 | Amended and Restated Charter of Pinnacle Financial Partners, Inc. (1) (Restated for SEC filing purposes only) | |||
3.2 | Bylaws of Pinnacle Financial Partners, Inc. (2) (Restated for SEC filing purposes only) | |||
4.1 | Specimen of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3) | |||
4.2 | Warrant, dated December 12, 2008, to purchase up to 534,910 shares of Common Stock (3) | |||
4.3 | Specimen of Common Stock Certificate (4) | |||
4.4 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of Common Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series A | |||
5.1 | Opinion of Bass, Berry & Sims PLC as to the legality of the securities to be registered (filed herewith) | |||
12.1 | Statement of Earnings to Fixed Charges (filed herewith) | |||
23.1 | Consent of KPMG LLP (filed herewith) | |||
23.2 | Consent of Bass, Berry & Sims PLC, (included in Exhibit 5 filed herewith) | |||
24.1 | Power of Attorney (See page II-5 of this Registration Statement) |
** Filed herewith.
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(1) | Registrant hereby incorporates by reference to Registrant’s Registration of Certain Classes of Securities Pursuant to Section 12(b) of Securities Exchange Act of 1934 on Form 8-A/A filed on January 12, 2009. | |
(2) | Registrant hereby incorporates by reference to Registrant’s Current Report on Form 8-K filed on September 21, 2007. | |
(3) | Registrant hereby incorporates by reference to Registrant’s Current Report on Form 8-K filed on December 17, 2008. |
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(4) | Registrant hereby incorporates be reference to Amendment No. 1 to the Registrant’s Registration Statement on Form SB-2, (File No. 333-38018) filed on July 12, 2000. |
Item 17. | Undertakings. |
(a)
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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(b)
II-4
(c) The undersigned registrant hereby undertakes that:
II-3
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 andregistrant has duly caused this Amendment No. 2 to Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Nashville, State of Tennessee, on this 19th day of August, 2004.
PINNACLE FINANCIAL PARTNERS, INC. |
By: | /s/ M. |
Terry Turner | ||||
M. Terry Turner | ||||
President and Chief Executive Officer | ||||
II-5Amendment No. 2 to Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated below. Signature Title Date * Chairman and Director August 19, 2004January 12, 2009/s/ M. TERRY TURNER
Terry TurnerM. Terry Turner President, Chief Executive Officer and Director (Principal Executive Officer) August 19, 2004January 12, 2009/s/ HAROLDHarold R. CARPENTER
CarpenterHarold R. Carpenter Chief Financial Officer (Principal Financial and Accounting Officer) August 19, 2004January 12, 2009*
/s/ Sue G. AtkinsonSue G. Atkinson Director August 19, 2004January 12, 2009 Gregory L. BurnsH. Gordon Bone Director January 12, 2009 /s/ Gregory L. BurnsGregory L. Burns Director January 12, 2009
Title | Date | |||||
/s/ James C. CopeJames C. Cope | Director | January 12, 2009 | ||||
Colleen Conway-Welch | Director | |||||
/s/ Clay T. JacksonClay T. Jackson | Director | |||||
Director | ||||||
Director | ||||||
David Major | Director | January 12, 2009 | ||||
/s/ Hal N. PenningtonHal N. Pennington | Director | January 12, 2009 | ||||
/s/ Dale W. PolleyDale W. Polley | Director | |||||
Director | ||||||
Gary Scott | Director | January 12, 2009 | ||||
/s/ Reese L. Smith, IIIReese L. Smith, III | Director | January 12, 2009 |
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II-4
Exhibit | ||||
Number | Description | |||
3.2 | Bylaws of Pinnacle Financial Partners, Inc. (2) (Restated for SEC filing purposes only) | |||
4.1 | Specimen of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3) | |||
4.2 | Warrant, dated December 12, 2008, to purchase up to 534,910 shares of Common Stock (3) | |||
4.3 | Specimen of Common Stock Certificate (4) | |||
4.4 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of Common Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series A | |||
5.1 | Opinion of Bass, Berry & Sims PLC as to the legality of the securities to be registered (filed herewith) | |||
12.1 | Statement of Earnings to Fixed Charges (filed herewith) | |||
23.1 | Consent of KPMG LLP (filed herewith) | |||
23.2 | Consent of Bass, Berry & Sims PLC, (included in Exhibit 5 filed herewith) | |||
24.1 | Power of Attorney (See page II-5 of this Registration Statement) |
II-5
EXHIBIT INDEX
1 | .1 | Form of Underwriting Agreement.** | ||
3 | .1 | Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004) | ||
3 | .2 | Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003) | ||
4 | .1 | Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018)) | ||
4 | .2 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock. | ||
5 | .1 | Opinion of Bass, Berry & Sims PLC.* | ||
23 | .1 | Consent of KPMG LLP.** | ||
23 | .2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).* | ||
24 | .1 | Powers of Attorney.* |
(1) | ||
(2) | Registrant hereby incorporates by reference to Registrant’s Current Report on Form 8-K filed on September 21, 2007. | |
(3) | Registrant hereby incorporates by reference to Registrant’s Current Report on Form 8-K filed on December 17, 2008. | |
(4) | Registrant hereby incorporates by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form SB-2, (File No. 333-38018) filed on July 12, 2000. |
II-7
** Filed herewith.