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As Filed With the Securities and Exchange Commission
on August 31, 2001
Registration 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
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PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of Registrant as Specified in its Charter)
TENNESSEE 62-1812853
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
PINNACLE FINANCIAL PARTNERS, INC. 37201
217 COMMERCE STREET, SUITE 300 Zip Code)
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)
PINNACLE FINANCIAL PARTNERS, INC. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
M. TERRY TURNER
THE COMMERCE CENTER
211 COMMERCE STREET, SUITE 300
NASHVILLE, TENNESSEE 37201
(Name and address of agent for service)
(615) 744-3700
(Telephone number, including area code, of agent for service)
Copy to:
BOB F. THOMPSON, ESQ.
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-0002
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering aggregate offering Amount of
be registered registered price per share(1) price (1) registration fee
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Common Stock, par value 520,000 shares $7.60 $3,952,000 $988.00
$1.00 per share
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(1) Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(h) under the
Securities Act and is based on the average of the bid and ask prices for the
Common Stock on August 24, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Pinnacle Financial
Partners, Inc. (the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(1) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000;
(2) The Registrant's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2001; and
(3) The description of the Registrant's Common Stock par
value $1.00 per share contained in the Registrant's
Registration Statement on Form 8-A filed with the
Commission and dated August 3, 2000, including all
amendments and reports filed for purposes of updating
such description; and
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all shares covered hereby have been sold or which registers all such shares then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's bylaws provide that its directors and officers will 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 Registrant will advance to its directors and officers
reasonable expenses of any claim or proceeding so long as the director or
officer furnishes the Registrant 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.
When a case or dispute is settled or otherwise not ultimately
determined on its merits, the indemnification provisions provide that the
Registrant will indemnify its directors and officers when they meet the
applicable standard of conduct. The applicable standard of conduct is met if the
director or officer acted in a manner he or she in good faith believed to be in
or not opposed to the Registrant's best interests and, in the case of a criminal
action or proceeding, if the insider had no reasonable cause to believe his or
her conduct was unlawful. The Registrant's board of directors, shareholders or
independent legal counsel determines whether the director or officer has met the
applicable standard of conduct in each specific case.
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The Registrant's bylaws also provide that the indemnification rights
contained in the bylaws do not exclude other indemnification rights to which a
director or officer may be entitled under any bylaw, resolution or agreement,
either specifically or in general terms approved by the affirmative vote of the
holders of a majority of the shares entitled to vote. The Registrant can also
provide for greater indemnification than is provided for in the bylaws if the
Registrant chooses to do so, subject to approval by its shareholders and the
limitations provided in the Registrant's charter as discussed in the subsequent
paragraph.
The Registrant's charter eliminates, with exceptions, the potential
personal liability of a director for monetary damages to the Registrant and its
shareholders for breach of a duty as a director. There is, however, no
elimination of liability for:
- a breach of the director's duty of loyalty to the Registrant
or its 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 Tennessee Business Corporation Act.
The Registrant's charter does not eliminate or limit the Registrant's
right or the right of its shareholders to seek injunctive or other equitable
relief not involving monetary damages.
The indemnification provisions of the bylaws specifically provide that
the Registrant may purchase and maintain insurance on behalf of any director or
officer against any liability asserted against and incurred by him or her in his
or her capacity as a director, officer, employee or agent whether or not the
Registrant would have had the power to indemnify against such liability.
The Registrant's bylaws further provide that, under similar limitations
and conditions specified above for its directors and officers, the Registrant is
obligated to provide indemnification for its organizers and may provide
indemnification for its employees and agents.
The Tennessee Business Corporation Act provides that a corporation may
indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (a) such person acted in good faith; (b) in the
case of conduct in an official capacity with the corporation, he reasonably
believed such conduct was in the corporation's best interests; (c) in all other
cases, he reasonably believed that his conduct was at least not opposed to the
best interests of the corporation; and (d) in connection with any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
Tennessee Business Corporation Act provides that no indemnification may be made
if the director or officer was adjudged to be liable to the corporation. The
Tennessee Business Corporation Act also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as a director
or officer of a corporation, the Tennessee Business Corporation Act mandates
that the corporation indemnify the director or officer against reasonable
expenses incurred in the proceeding. The Tennessee Business Corporation Act
provides that a court of competent jurisdiction, unless the corporation's
charter provides otherwise, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (a) such
officer or director was adjudged liable to the corporation in a proceeding by or
in the right of the corporation; (b) such officer or director was adjudged
liable on the basis that personal benefit was improperly received by him; or (c)
such officer or director breached his duty of care to the corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index (Page II-6)
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ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Nashville, State of Tennessee, on the 24th day
of August, 2001.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
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M. Terry Turner
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints M. Terry Turner and Robert A. McCabe, Jr.
and each of them his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
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 and as of the dates indicated.
Signature Title Date
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/s/ Sue G. Atkinson Director August 24, 2001
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Sue G. Atkinson
/s/ Gregory L. Burns Director August 24, 2001
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Gregory L. Burns
/s/ Colleen Conway-Welch Director August 24, 2001
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Colleen Conway-Welch
/s/ Clay T. Jackson Director August 24, 2001
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Clay T. Jackson
/s/ John E. Maupin, Jr. Director August 24, 2001
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John E. Maupin, Jr.
/s/ Robert A. McCabe, Jr. Chairman of the Board of Directors August 24, 2001
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Robert A. McCabe, Jr.
/s/ Robert E. McNeilly, Jr. Director August 24, 2001
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Robert E. McNeilly, Jr.
/s/ Dale W. Polley Director August 24, 2001
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Dale W. Polley
/s/ Hugh M. Queener Executive Vice President, Chief August 24, 2001
- ------------------------------------- Administrative Officer**
Hugh M. Queener
/s/ Linda E. Rebrovick Director August 24, 2001
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Linda E. Rebrovick
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/s/ James L. Shaub, II Director August 24, 2001
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James L. Shaub, II
/s/ Reese L. Smith, III Director August 24, 2001
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Reese L. Smith, III
/s/ M. Terry Turner President, Chief Executive Officer, August 24, 2001
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M. Terry Turner
* Principal executive officer.
** Principal financial and accounting officer.
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
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4.1 Registrant hereby incorporates by reference exhibits 3.1 (the
Registrant's charter), 3.2 (the Registrant bylaws) and 4.1
(specimen stock certificate of the Registrant's common stock)
of its Registration Statement on Form SB-2, as amended (File
No. 333-38018).
5.1 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to the
Registration Statement)
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