<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL COMMERCE BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 62-0784645
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE COMMERCE SQUARE
MEMPHIS TENNESSEE 38150
(901) 523-3245
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LEWIS E. HOLLAND
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
NATIONAL COMMERCE BANCORPORATION
ONE COMMERCE SQUARE
MEMPHIS, TENNESSEE 38150
(901) 523-3242
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
EDWARD J. HAWIE, ESQ.
ANDREW M. TUCKER, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4710
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF CLASS OF AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE PRICE AGGREGATE REGISTRATION FEE
BE REGISTERED PER SHARE(1) OFFERING PRICE(2)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 286,036 $42.8542 $12,257,844 $3,714.50
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 29, 1997
PROSPECTUS
- ----------
286,036 Shares
NATIONAL COMMERCE BANCORPORATION
Common Stock
National Commerce Bancorporation ("NCBC" or the "Company") is a Tennessee
corporation that provides retail and commercial banking and investment services
through its wholly owned subsidiaries. This Prospectus relates to up to 286,036
shares of Common Stock which may be offered and sold by certain current
shareholders of the Company (the "Selling Shareholders"). The Company will not
receive any proceeds from the sale of Common Stock offered hereby.
Each of the Selling Shareholders has acquired their shares of Common Stock
as the result of an acquisition by NCBC. The Selling Shareholders may sell their
shares of Common Stock from time to time in transactions on The Nasdaq Stock
Market, in negotiated market transactions or by a combination of these methods,
at fixed prices that may be changed, at market prices at the time of sale, at
prices related to market prices or at negotiated prices. The Selling
Shareholders may effect these transactions by selling the shares to or through
broker-dealers, who may be affiliated with the Selling Shareholders or the
Company and who may receive compensation in the form of discounts and
commissions from the Selling Shareholders or the purchaser of the shares, for
whom the broker-dealer may act as an agent or to whom it may sell as a
principal, or both.
On April 23, 1997, the Company announced a 2-for-1 stock split, effective
as of May 16, 1997 for shares held of record on May 5, 1997. The number of
shares of Common Stock in this Prospectus has not been adjusted to reflect such
stock split.
The Common Stock is listed on The Nasdaq Stock market under the symbol
"NCBC." On April 24, 1997, the last reported sales price of the Common Stock,
as reported on The Nasdaq Stock Market was $42.75.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information.................................................... i
Incorporation of Certain Documents by Reference.......................... i
The Company.............................................................. 1
Use of Proceeds.......................................................... 1
Selling Shareholders..................................................... 1
Sale of Shares........................................................... 2
Experts.................................................................. 2
Legal Opinions........................................................... 3
<PAGE>
AVAILABLE INFORMATION
National Commerce Bancorporation ("NCBC") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Copies of such material can be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
referred to above and at Regional Offices of the Commission located at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and Seven World Trade Center, 13th Floor, New York, New York 10048 and the
Commission web site at (http://www.sec.gov). The Common Stock is listed on The
Nasdaq Stock Market's National Market System and such reports, proxy and
information statements and other information concerning NCBC can be inspected
and copied at The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006-1506.
NCBC has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents are available, upon written or
oral request, from Lewis E. Holland, Executive Vice President and Chief
Financial Officer, National Commerce Bancorporation, One Commerce Square,
Memphis, Tennessee 38150; Telephone No. (901) 523-3242.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-6094) are
incorporated by reference into this Prospectus:
(i) NCBC's Annual Report on Form 10-K for the fiscal year ended December
31, 1996; and
(ii) NCBC's Registration Statement on Form S-8 (File No. 33-38552) filed
with the Securities and Exchange Commission on January 11, 1991,
which provides a description of the Common Stock to be registered
pursuant to this Prospectus.
All documents filed by NCBC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus shall be deemed to
be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also incorporated herein by reference,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
<PAGE>
THE COMPANY
National Commerce Bancorporation ("NCBC" or the "Company") provides retail
and commercial banking and investment services through the ownership, directly
or indirectly, of all the outstanding capital stock of (1) National Bank of
Commerce, Memphis, Tennessee, (2) Nashville Bank of Commerce, Nashville,
Tennessee, (3) NBC Bank, FSB, Knoxville, Tennessee, (4) NBC Bank, FSB, Belzoni,
Mississippi, (5) Commerce Capital Management, Inc., Memphis, Tennessee, (6)
Brooks, Montague & Associates, Inc., Chattanooga, Tennessee, (7) Transplatinum
Service Corp., Nashville, Tennessee ("Transplatinum"), and (8) U.S.I. Alliance
Corp. NCBC advises these subsidiaries concerning financial and employee
benefits matters, performs certain record-keeping functions to ensure compliance
with accounting and regulatory requirements and assists in obtaining additional
financing.
NCBC, a Tennessee corporation, was formed in February 1966 as a Tennessee
financial corporation. The corporate name was changed in 1970, and the present
name was adopted in May 1978. NCBC common stock, par value $2.00 per share (the
"Common Stock"), is traded on The Nasdaq Stock Market's National Market System
under the symbol "NCBC." Unless the context otherwise requires, references to
NCBC and the Company include National Commerce Bancorporation and its
subsidiaries. NCBC's principal executive offices are located at One Commerce
Square, Memphis, Tennessee 38150, and its telephone number is (901) 523-3245.
The Company is filing this Prospectus to register up to 286,036 shares (the
"Shares") of registered Common Stock currently held by certain shareholders of
the Company (the "Selling Shareholders"). The Selling Shareholders may sell the
Shares from time to time in transactions on The Nasdaq Stock Market's National
Market System. See "Sale of Shares."
USE OF PROCEEDS
The proceeds from the Selling Shareholders' Shares will belong to the
Selling Shareholders. The Company will not receive any of the proceeds from the
sale of the Shares and is registering the Shares solely for the purpose of
fulfilling its contractual obligations to the Selling Shareholders.
SELLING SHAREHOLDERS
The shares of Common Stock offered are offered by and for the account of
the Selling Shareholders. The number of shares of Common Stock which each
Selling Shareholder may offer is as follows:
Selling Number of Shares
Shareholder Offered/(1)/
- ----------- ----------------
Robert J. Harter 66,275
Joseph S. Webber 64,733
Jerrald J. Kelly 10,275
A.A. Metler 10,275
Warren E. Payne 62,006
Lee Iglehart 29,266
Nancy Nelson 7,936
F. Rodney Lawler 3,527
H. Pat Wood 3,527
Jon R. Lawler 7,054
Robin L. Gibson 7,054
The KWM Trust U/T/A/D 10/24/96 (2) 7,054
The DWH Trust U/T/A/D 10/24/96 (3) 7,054
-------
TOTAL 286,036
- -------------------------
(1) All shares of Common Stock owned by each Selling Shareholder are being
registered hereunder.
(2) The sole beneficiary of this trust is Kimberly Wood McClamaroch. The
trustee is James Tipton, who is unrelated to any of the Selling
Shareholders.
(3) The sole beneficiary of this trust is Deborah Wood Hyde. The trustee is
James Tipton, who is unrelated to any of the Selling Shareholders.
<PAGE>
Mr. Harter has entered into an employment agreement (the "Harter Employment
Agreement") with Transplatinum, a subsidiary of the Company. The Harter
Employment Agreement provides for a term of five years that expires on February
26, 2001 and contains certain non-competition and non-solicitation covenants, as
well as covenants with respect to the non-disclosure of confidential
information. The Harter Employment Agreement provides for an annual base salary
of $120,000.
Mr. Webber has entered into a consulting agreement (the "Consulting
Agreement") with Transplatinum, a subsidiary of the Company. The Consulting
Agreement provides for a term of engagement which will expire on January 1,
2000. The Consulting Agreement contains certain non-competition and non-
solicitation covenants, as well as covenants with respect to the non-disclosure
of confidential information. The Consulting Agreement provides for an annual
base salary of $50,000.
Mr. Payne has entered into an employment agreement (the "Payne Employment
Agreement") with Kenesaw Leasing, Inc. ("Kenesaw"), a wholly owned subsidiary
of the Company. The Payne Employment Agreement provides for a term of three
years which will expire on September 30, 1999. Thereafter, Mr. Payne's
employment may be renewed for an additional period of one (1) year, unless
either Kenesaw or Payne provides written notice of termination no fewer than
thirty days prior to the end of the then current term. The Payne Employment
Agreement contains certain non-competition and non-solicitation covenants, as
well as covenants with respect to the non-disclosure of confidential
information. The Payne Employment Agreement provides for an annual base salary
of $125,000 and provides that Payne may be entitled to receive Annual Bonus
Options for the purchase of capital stock of the Company.
Mr. Payne serves as a Director of NBC Bank, FSB, Knoxville, Tennessee, a
wholly owned subsidiary of Commerce Acquisition Corp. and receives $500 per each
meeting attended.
Messrs. Harter and Payne and Ms. Nelson have outstanding indebtedness owed
to affiliates of the Company as of December 31, 1996. All such loans were made
in the ordinary course of business, were made on substantially the same terms,
including interests rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.
SALE OF SHARES
The Company has been advised by the Selling Shareholders that the Selling
Shareholders may sell their shares of Common Stock from time to time in
transactions on The Nasdaq Stock Market's National Market System, in negotiated
transactions or by a combination of these methods, at fixed price which may be
changed, at market prices at the time of the sale, at prices related to market
prices or at negotiated prices. The Selling Shareholders may effect these
transactions by selling the Shares to or through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders or the purchasers of the Shares for whom the broker-dealer
may act as an agent or to whom they may sell the Shares as a principal, or both.
The compensation to a particular broker-dealer may be in excess of customary
commissions.
The Selling Shareholders and broker-dealers who act in connection with the
sale of the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by such broker-dealers and profits
on any resale of the shares as a principal may be deemed to be underwriting
discounts and commissions under the Securities Act.
The Company has agreed to bear all of the expenses in connection with the
registration and sale of the shares of Common Stock covered by the Registration
Statement (other than underwriting discounts and selling commissions and the
fees and expenses of counsel or other advisors of the Selling Shareholders).
EXPERTS
The consolidated financial statements of National Commerce Bancorporation,
incorporated by reference herein from National Commerce Bancorporation's Annual
Report on Form 10-K for the year ended December 31, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
<PAGE>
LEGAL OPINIONS
The validity of the Common Stock being offered hereby has been passed
upon for the Company by Susan S. Craft, associate counsel of the Company. As of
April 29, 1997, Ms. Craft beneficially owned 129.78 shares of Common Stock
and vested options to purchase an additional 600 shares of Common Stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses, other than underwriting
discounts and commissions, payable by the Company in connection with the sale of
the Common Stock being registered. All amounts shown are estimates, except the
registration fee.
Registration Fee -- Securities and Exchange Commission $ 3,700
Accounting Fees and Expenses 4,000
Legal Fees and Expenses 10,000
Miscellaneous 1,500
-------
$19,200
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following summary is qualified in its entirety by reference to the
complete text of the statute, Certificate of Incorporation, Bylaws and
agreements referred to below.
The Registrant's Bylaws provide that the Registrant will indemnify any
person, who is made a party to a suit by or in the right of the Corporation by
reason of the fact that he is or was an officer or director of the Registrant,
against amounts paid in settlement and reasonable expenses incurred as a result
of such suit or proceeding or any appeal therein to the extent permitted by, and
in the manner provided by, Tennessee law. The Registrant will indemnify any
person made, or threatened to be made, a party to a suit other than by or in the
right of any corporation, by reason of the fact that he was an officer or
director of the Registrant or served such other Corporation in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses
incurred as a result of such suit or proceeding or any appeal therein, if such
director or officer acted in good faith for a purpose he reasonably believed to
be in the best interest of the Registrant and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that this conduct
was unlawful, and to the extent permitted by, and in the manner provided by,
Tennessee law.
The Registrant's Charter provides that no director of the Registrant shall
be personally liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (iii) for unlawful distributions under the laws of
Tennessee.
Under Part 5 of Article 18 of the Tennessee Securities Act, a corporation
may indemnify a director, officer, employee or agent of the corporation who is
made a party to a proceeding against liability incurred in the proceeding if (1)
he conducted himself in good faith and (2) he reasonably believed (a) that his
conduct was in the best interest of the corporation in the case of conduct in
his official capacity, (b) that his conduct was at least not opposed to the
corporations best interest in all other cases, and (c) he had no reasonable
cause to believe his conduct was unlawful, in the case of a criminal proceeding.
A corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
The Registrant maintains a directors and officers liability insurance
policy. Such policy has a deductible of $150,000 and an annual per occurrence
and aggregate cap on coverage of $20 million. In addition, the Registrant
maintains general liability insurance policy with an annual per occurrence and
aggregate cap of $20 million.
ITEM 16. EXHIBITS
Exhibit Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of Registrant (filed
as Exhibit 4.1, and incorporated by reference, to the Registrant's
Registration Statement on Form S-3, dated July 6, 1994, File No. 33-
81258).
<PAGE>
4.2 By-Laws of Registrant (filed as Exhibit 3.2, and incorporated by
reference, to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996).
4.3 Specimen Common Stock Certificate.
5.1 Opinion of Susan S. Craft regarding legality of shares being
registered.
23.1 Consent of Independent Auditors.
23.3 Consent of Susan S. Craft (included in Exhibit 5.1).
24.1 Powers of Attorney (contained on signature page).
ITEM 17. UNDERTAKINGS
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 1993;
(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. Notwithstanding the foregoing,
any increase or decrease in 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 and 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 post-effective amendment any of
the securities being registered which remains unsold at the termination of the
offering.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
<PAGE>
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Memphis, State of Tennessee, on April 29, 1997.
NATIONAL COMMERCE BANCORPORATION
By: /s/ THOMAS M. GARROTT
-------------------------------------
Thomas M. Garrott
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lewis E. Holland and Charles A. Neale and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to 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 might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ THOMAS M. GARROTT Chairman of the Board, President April 23, 1997
- ----------------------------- and Chief Executive Officer
Thomas M. Garrott (Principal Executive Officer)
/s/ LEWIS E. HOLLAND Executive Vice President, April 23, 1997
- ----------------------------- Treasurer and Chief Financial
Lewis E. Holland Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ FRANK G. BARTON, JR. Director April 23, 1997
- -----------------------------
Frank G. Barton, Jr.
/s/ R. GRATTAN BROWN, JR. Director April 23, 1997
- -----------------------------
R. Grattan Brown, Jr.
/s/ BRUCE E. CAMPBELL, JR. Director April 23, 1997
- -----------------------------
Bruce E. Campbell, Jr.
/s/ JOHN D. CANALE, III Director April 23, 1997
- -----------------------------
John D. Canale, III
/s/ EDMOND D. CICALA Director April 23, 1997
- -----------------------------
Edmond D. Cicala
/s/ THOMAS C. FARNSWORTH, JR. Director April 23, 1997
- -----------------------------
Thomas C. Farnsworth, Jr.
<PAGE>
/s/ R. LEE JENKINS Director April 23, 1997
- -----------------------------
R. Lee Jenkins
/s/ W. NEELY MALLORY, JR. Director April 23, 1997
- -----------------------------
W. Neely Mallory, Jr.
/s/ JAMES E. McGHEE, JR. Director April 23, 1997
- -----------------------------
James E. McGehee, Jr.
/s/ HARRY J. PHILLIPS, SR. Director April 23, 1997
- -----------------------------
Harry J. Phillips, Sr.
/s/ RUDY E. SCHEIDT Director April 23, 1997
- -----------------------------
Rudy E. Scheidt
/s/ SIDNEY A. STEWART, JR. Director April 23, 1997
- -----------------------------
Sidney A. Stewart, Jr.
/s/ G. MARK THOMPSON Director April 23, 1997
- -----------------------------
G. Mark Thompson
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit Description Number
- ------- ----------- ----------
4.1 Amended and Restated Certificate of
Incorporation of Registrant (filed as an Exhibit 4.1,
and incorporated by reference, to the Registrant's
Registration Statement on Form S-3, dated July 6, 1994,
File No. 33-81258).
4.2 Amended and Restated By-Laws of Registrant
(filed as Exhibit 4(b), and incorporated by
reference, to the Registrant's Registration
Statement on Form S-8, dated January 13, 1995,
File No. 33-88440).
4.3 Specimen Common Stock Certificate.
5.1 Opinion of Susan S. Craft regarding legality
of shares being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Susie S. Craft (included in Exhibit 5.1).
25.1 Powers of Attorney (contained on signature page).
<PAGE>
EXHIBIT 4.3
- --------------------------------------------------------------------------------
COMMON COMMON
- --------------- -------------
NATIONAL COMMERCE
-----------------
BANCORPORATION
SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF TENNESSEE
CUSIP 635449 10 1
This Certifies that
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES EACH OF $2.00 PAR VALUE OF THE COMMON STOCK
OF
NATIONAL COMMERCE BANCORPORATION
transferable on the books of the corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. The Shares
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation and amendments thereto, to all of which the
holder by acceptance hereof assents. This Certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile signatures of the Corporation's duly authorized
officers.
Dated
/s/ Walter B. Howell, Jr. /s/ Thomas M. Garrott
--------------------------- ---------------------------
Treasurer Chairman of the Board
<PAGE>
NATIONAL COMMERCE BANCORPORATION
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - ......Custodian......
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act.................
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
--------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
shares
- ----------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
---------------------
-------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED
-------------------------------------------
THE SIGNATURES SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE>
EXHIBIT 5.1
April 29, 1997
Board of Directors
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
Members of the Board:
This opinion is rendered in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933 with respect to 286,036 shares of Common Stock (the "Shares") of National
Commerce Bancorporation (the "Company"). Such Shares are being offered to
certain shareholders (the "Selling Shareholders") of the Company. In rendering
the opinion expressed below, I have examined and relied upon such records,
documents, certificates and other instruments as in my judgment are necessary or
appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, I have assumed conformity to such original documents of all
copies submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate.
Based upon the foregoing, I am of the opinion that:
(1) The Company is incorporated and is validly existing as a corporation in
good standing under the laws of the State of Tennessee.
(2) The Shares that are being offered by the Selling Shareholders are duly
authorized, validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
Prospectus that is included in the Registration Statement.
Sincerely,
/s/ Susan S. Craft
------------------
Susan S. Craft
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-_____) and related Prospectus of
National Commerce Bancorporation for the registration of 286,036 shares of its
common stock and to the incorporation by reference therein of our report dated
February 14, 1997 with respect to the consolidated financial statements of
National Commerce Bancorporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
April 23, 1997
