<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1998
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
VICE CHAIRMAN, TREASURER AND CHIEF FINANCIAL OFFICER
NATIONAL COMMERCE BANCORPORATION
ONE COMMERCE SQUARE
MEMPHIS, TENNESSEE 38150
(901) 523-3434
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
------------
WITH COPIES TO:
PHILIP A. THEODORE, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4676
------------
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 of the 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>
- ------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Shares Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Unit(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 534,531 $21.94 $11,727,610.00 $3,459.64
par value per share
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, as of August 6, 1998.
------------
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. |
- --------------------------------------------------------------------------------
PROSPECTUS
534,531 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 534,531
shares (the "Shares") of NCBC's Common Stock, $2.00 par value per share (the
"Common Stock"), that 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 the Shares offered hereby.
Each of the Selling Shareholders has acquired their Shares as the result of
an acquisition by NCBC. The sale or distribution of all or any portion of the
Shares offered hereby may be effected from time to time by the Selling
Stockholders directly, indirectly through brokers or dealers or in a
distribution by one or more underwriters on a firm commitment or best efforts
basis, on The NASDAQ Stock Market, in the over-the-counter market, on any
national securities exchange on which shares of the Common Stock are listed or
traded, in privately negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. To the extent required, the names of any agent
or broker-dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The Selling
Stockholders reserve the sole right to accept or reject, in whole or in part,
any proposed purchase of the Shares to be made directly or through agents.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and any profit on
the resale of the Shares may be deemed to be underwriting commissions or
discounts under the Securities Act.
On April 22, 1998, the Company announced a 2-for-1 stock split, effective
as of July 1, 1998, for shares held of record on June 5, 1998. The number of
shares of Common Stock in this Prospectus has been adjusted to reflect such
stock split.
The Common Stock is listed on The Nasdaq Stock Market under the symbol
"NCBC." On August 6, 1998, the last reported sales price of the Common Stock,
as reported on The Nasdaq Stock Market was $22.00.
------------
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 August __, 1998.
<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 on the
Commission's 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. 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, Vice Chairman, Treasurer and Chief
Financial Officer, National Commerce Bancorporation, One Commerce Square,
Memphis, Tennessee 38150; Telephone No. (901) 523-3434.
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, 1997; (ii) NCBC's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998;
and (iii) 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 Shares 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.
This Prospectus incorporates by reference certain "forward-looking
statements." Those statements include, among other things, the discussions of
NCBC's business strategy and expectations concerning NCBC's position in the
industry, future operations, margins, profitability, liquidity and capital
resources. All these forward-looking statements are based on estimates and
assumptions made by NCBC's management that, although believed to be reasonable,
are inherently uncertain. Therefore, undue reliance should not be placed upon
such statements and estimates. No assurance can be given that any of such
estimates or statements will be realized, and it is likely that actual results
may differ materially from those contemplated by such forward-looking
statements. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
NCBC that NCBC's plans and objectives will be achieved.
2
<PAGE>
THE COMPANY
National Commerce Bancorporation ("NCBC" or the "Company") is a registered
bank holding company and owns National Bank of Commerce; Nashville Bank of
Commerce; NBC Bank, F.S.B. (Knoxville); NBC Bank, F.S.B. (Roanoke) and 49
percent of First Market Bank, F.S.B. (Richmond). At present, the Company
provides its financial institutions with financial advice and counsel and
performs the record-keeping functions necessary to comply with accounting and
regulatory requirements. In addition, the Company owns National Commerce Bank
Services, Inc., which provides in-store bank consulting services; Commerce
General Corporation and NBC Capital Markets Group, Inc., which provide data
processing and broker-dealer services, respectively; NBC Insurance Services,
Inc., a consumer insurance subsidiary; Commerce Capital Management, Inc. and
Brooks, Montague & Associates, Inc., which provide investment advisory services;
Commerce Finance Company, a consumer finance subsidiary; TransPlantinum Service
Corp., a provider of electronic payment systems, data processing and card
services; Kenesaw Leasing, Inc. and J&S Leasing, Inc., both equipment leasing
firms; and USI Alliance Corp., a lockbox leasing company.
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) 523-3242.
The Company is filing this Prospectus to register up to 534,531 shares (the
"Shares") of 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
or otherwise. See "Plan of Distribution."
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 following table sets forth certain information with respect to the
ownership of the Shares as of August 6, 1998, and as adjusted to reflect the
sale of the Shares offered hereby, by the Selling Shareholders. Each Selling
Stockholder has sole voting and investment power with respect to the Shares
owned by it.
3
<PAGE>
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON OWNERSHIP OF COMMON STOCK
STOCK BEFORE THE OFFERING AFTER THE OFFERING
--------------------------- -----------------------------
NUMBER OF
NUMBER OF SHARES BEING NUMBER OF
NAME SHARES PERCENT OFFERED(1) SHARES PERCENT
- ---- ------------ ------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Stanton Abernathy 485 * 485 0 --
C. Melvin Booth 485 * 485 0 --
C.W. Brewer 194 * 194 0 --
Donna Campbell 242 * 242 0 --
Margaret Curl 1,457 * 1,457 0 --
John B. Curl 2,429 * 2,429 0 --
John E. Curl 34,017 .03 34,017 0 --
Sam Gassaway, Jr. 145 * 145 0 --
R.N. Germany, Jr. 242 * 242 0 --
Mary Ann Goodwin 7,629 * 7,629 0 --
Mark Harris 2,429 * 2,429 0 --
Mary Ann Hurdel for 50,685 .05 50,685 0 --
Rachel Hurdle
Walker H. Hurdle 242 * 242 0 --
Barbara Gillespie 728 * 728 0 --
Grace Looney 728 * 728 0 --
Michael Morton 1,214 * 1,214 0 --
Nancy Perkins 971 * 971 0 --
P.T. Pinckney 194 * 194 0 --
Melvin Russell 2,478 * 2,478 0 --
Leslie Seals 971 * 971 0 --
Patrick Shaw 728 * 728 0 --
Margaret Simpson 1,214 * 1,214 0 --
Kay Stamps 534 * 534 0 --
Stephen Stamps 534 * 534 0 --
Welby Stamps 48 * 48 0 --
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON OWNERSHIP OF COMMON STOCK
STOCK BEFORE THE OFFERING AFTER THE OFFERING
--------------------------- -----------------------------
NUMBER OF
NUMBER OF SHARES BEING NUMBER OF
NAME SHARES PERCENT OFFERED(1) SHARES PERCENT
- ---- ------------ ------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
W. Taylor Stamps II 534 * 534 0 --
John E. Stamps Estate 288,125 .29 288,125 0 --
Taylor Stamps Executor
W. Taylor Stamps 7,580 * 7,580 0 --
John Stamps III 48 * 48 0 --
Union Planters Corp. 123,774 .12 123,774 0 --
Lyla Vinzant 1,943 * 1,943 0 --
Tom Webb 48 * 48 0 --
Paul Wilson 1,214 * 1,214 0 --
Steve Wilson 242 * 242 0 --
</TABLE>
- ------------
* On July 28, 1998, there were 99,672,702 shares of Common Stock outstanding.
The number of shares owned by the Selling Shareholder represents less than
1/100th of 1% of the total number of shares of Common Stock outstanding on
such date.
(1) Assumes that all Shares being registered are sold.
On August 1, 1998, the Company acquired all the issued and outstanding
shares of common stock of CBC Bancshares, Inc., a Tennessee corporation ("CBC"),
pursuant to that certain Agreement and Plan of Reorganization, dated as of May
20, 1998 (the "Merger Agreement"), by and among NCBC and CBC. Each of the
Selling Shareholders was a stockholder of CBC prior to the acquisition of CBC by
the Company. Pursuant to the Merger Agreement, the shares of CBC common stock
owned by the Selling Shareholders were converted into the Shares.
The following executive officers of CBC or The Citizens Bank, the wholly-
owned bank subsidiary of CBC, entered into employment agreements with The
Citizens Bank and CBC. Such employment agreements became effective upon
consummation of the transactions contemplated by the Merger Agreement.
William Taylor Stamps. Mr. Stamps' employment agreement calls for him to
---------------------
serve as an executive consultant to NCBC from the consummation of such
transactions until three years following such date. Mr. Stamps will
receive a base annual salary during that term of not less than $100,000 and
will receive a car allowance and reimbursement for certain civic
association dues. Mr. Stamps will be entitled to participate in all
employee benefit plans and arrangements of NCBC in effect at such date to
the same extent as all other employees of NCBC. Under the agreement, Mr.
Stamps has also been granted a right of first refusal to acquire the
property and improvements thereon from which The Citizens Bank conducts its
main office operations, if NCBC ever desires to dispose of that property.
Mr. Stamps also entered into a two-year non-competition agreement with NCBC
upon the consummation of such transactions.
Michael N. Nabors. Mr. Nabors' employment agreement calls for him to serve
-----------------
in such capacity as designated by NCBC for three years following the
consummation of such transactions. During that time, Mr. Nabors' base
annual salary will be $50,000. In addition, Mr. Nabors will be entitled to
participate in all employee benefit plans and arrangements available to
employees of NCBC. In connection with his employment agreement, Mr. Nabors
received a signing bonus of $42,000.
William Taylor Stamps, II. William Taylor Stamps, II is the son of CBC
-------------------------
Chairman William Taylor Stamps and is an officer of The Citizens Bank. Mr.
Stamps, II's employment agreement calls for him to serve in such capacity
5
<PAGE>
as designated by NCBC for three years following the consummation of such
transaction at a base annual salary of $50,000. Mr. Stamps, II will be
entitled to participate in all other employee benefit plans and
arrangements in effect for employees of NCBC. Mr. Stamps, II received a
$32,000 signing bonus in connection with his employment agreement.
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the Shares may be
effected from time to time by the Selling Shareholders directly, indirectly
through brokers or dealers or in a distribution by one or more underwriters on a
firm commitment or best efforts basis, on The NASDAQ Stock Market, in the over-
the-counter market, on any national securities exchange on which shares of the
Common Stock are listed or traded, in privately negotiated transactions or
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
The methods by which the Shares may be sold or distributed include, without
limitation, (i) a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction, (ii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (iii) exchange distributions and/or
secondary distributions in accordance with the rules of The NASDAQ Stock Market,
(iv) ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and (v) privately negotiated transactions. The Selling
Shareholders may from time to time deliver all or a portion of the Shares to
cover a short sale or upon the exercise, settlement or closing of a call
equivalent position or a put equivalent position. The Shares may be sold from
time to time at varying prices determined at the time of sale or at negotiated
prices.
At the time a particular offer is made, a Prospectus Supplement, if
required, will be distributed that sets forth the name or names of agents,
broker-dealers or underwriters, any commissions and other terms constituting
compensation and any other required information. In effecting sales, broker-
dealers engaged by the Selling Shareholders and/or the purchasers of the Shares
may arrange for other broker-dealers to participate. Broker-dealers will
receive commissions, concessions or discounts from the Selling Shareholders
and/or the purchasers of the Shares in amounts to be negotiated prior to the
sale. Sales will be made only through broker-dealers registered as such in a
subject jurisdiction or in transactions exempt from such registration. As of
the date of this Prospectus, there are no selling arrangements between the
Selling Shareholders and any broker or dealer.
In offering the Shares, the Selling Shareholders and any brokers, dealers
or agents who participate in a sale of the Shares by the Selling Shareholders
may be considered "underwriters" within the meaning of Section 2(11) of the 1933
Act, and any profits realized by the Selling Shareholders and the compensation
of any broker/dealers may be deemed to be underwriting discounts and
commissions.
The Company has filed the Registration Statement, of which this Prospectus
forms a part, with respect to the sale of the Shares to fulfil certain
contractual obligations to the Selling Shareholders. The Company has agreed to
keep the Registration Statement effective on a continuous basis until such time
as the Shares are eligible for resale pursuant to Rule 144 under the Securities
Act, subject to certain extensions.
Shares not sold pursuant to the Registration Statement of which this
Prospectus is a part may be subject to certain restrictions under the Securities
Act and could be sold, if at all, only pursuant to Rule 144 under the Securities
Act or another exemption from the registration requirements of the Securities
Act. In general, under Rule 144, a person (or persons whose Shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of Shares which does
not exceed the greater of one percent of the Company's outstanding Common Stock
or the average weekly reported trading volume of the Company's Common Stock
during the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale
6
<PAGE>
of Shares by a person who is not an affiliate of the Company and who has
satisfied a two-year holding period without volume limitation. Therefore, both
during and after the effectiveness of the Registration Statement, sales of the
Shares may be made by the Selling Shareholders pursuant to Rule 144.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. The Company will bear the costs of
registering the Shares under the Securities Act, including the registration fee
under the Securities Act, its legal and accounting fees and any printing fees.
The Selling Shareholders will bear the cost of underwriting commissions and/or
discounts, if any, and selling commissions.
Underwriters, brokers, dealers or agents may be entitled, under agreements
with the Company, to indemnification against the contribution toward certain
civil liabilities, including liabilities under the Securities Act in connection
with the registration of the Shares.
EXPERTS
The consolidated financial statements of National Commerce Bancorporation,
incorporated by reference in National Commerce Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 1997, 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.
LEGAL OPINIONS
The validity of the Common Stock being offered hereby has been passed upon
for the Company by King & Spalding, Atlanta, Georgia.
7
<PAGE>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY NCBC OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
------------
TABLE OF CONTENTS
Page
----
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Selling Shareholders....................................................... 3
Plan of Distribution....................................................... 4
Experts.................................................................... 5
Legal Opinions............................................................. 6
- --------------------------------------------------------------------------------
534,531
SHARES
NATIONAL COMMERCE
BANCORPORATION
COMMON STOCK
----------
PROSPECTUS
----------
AUGUST __, 1998
<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 Registrant 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 $ 3,459.64
Accounting Fees and Expenses 4,000.00
Legal Fees and Expenses 10,000.00
Miscellaneous 1,500.00
----------
$18,959.64
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following summary is qualified in its entirety by reference to the
complete text of the statute, Restated Charter, 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 Registrant 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 his 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
corporation's 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit Description
- ------- -----------
4.1 Restated Charter 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).
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).
5.1 Opinion of King & Spalding regarding legality of shares being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of King & Spalding (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 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 remain unsold at the termination of the
offering.
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 this 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.
II-2
<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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 August 6, 1998.
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.
II-3
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas M. Garrott Chairman of the Board, President August 6, 1998
- ----------------------------- and Chief Executive Officer
Thomas M. Garrott (Principal Executive Officer) and
Director
/s/ Lewis E. Holland Vice Chairman, Treasurer and August 6, 1998
- ----------------------------- Chief Financial Officer (Principal
Lewis E. Holland Financial Officer and Principal
Accounting Officer) and Director
/s/ Frank G. Barton, Jr. Director August 6, 1998
- -----------------------------
Frank G. Barton, Jr.
/s/ R. Grattan Brown, Jr. Director August 6, 1998
- -----------------------------
R. Grattan Brown, Jr.
/s/ Bruce E. Campbell, Jr. Director August 6, 1998
- -----------------------------
Bruce E. Campbell, Jr.
/s/ John D. Canale, III Director August 6, 1998
- -----------------------------
John D. Canale, III
/s/ Thomas C. Farnsworth, Jr. Director July 9, 1998
- -----------------------------
Thomas C. Farnsworth, Jr.
Director ________, 1998
- -----------------------------
R. Lee Jenkins
/s/ W. Neely Mallory, Jr. Director July 9, 1998
- -----------------------------
W. Neely Mallory, Jr.
/s/ James E. McGehee, Jr. Director July 9, 1998
- -----------------------------
James E. McGehee, Jr.
/s/ Harry J. Phillips, Sr. Director August 6, 1998
- -----------------------------
Harry J. Phillips, Sr.
Director ________, 1998
- -----------------------------
William R. Reed, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ G. Mark Thompson Director August 6, 1998
- -----------------------------
G. Mark Thompson
Director ________, 1998
- -----------------------------
Sidney A. Stewart, Sr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit Description Number
- ------- ----------- ----------
4.1 Restated Charter 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 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).
5.1 Opinion of King & Spalding regarding legality of shares
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of King & Spalding (included in Exhibit 5.1).
25.1 Powers of Attorney (contained on signature page).
<PAGE>
EXHIBIT 5.1
August 7, 1998
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, as amended, with respect to 534,531 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, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed conformity to such original
documents of all copies submitted to us as certified, conformed or photographic
copies, and as to certificates of public officials, we have assumed the same to
have been properly given and to be accurate.
Based upon the foregoing, we are 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.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
Prospectus that is included in the Registration Statement.
Sincerely,
/s/ King & Spalding
-------------------
King & Spalding
<PAGE>
EXHIBIT 23.1
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 534,531 shares of its
common stock and to the incorporation by reference therein of our report dated
February 13, 1998 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, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
August 3, 1998
