<PAGE>
As filed with the Securities and Exchange Commission on
November 2, 2000 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 No.)
One Commerce Square
Memphis, Tennessee 38150
(901) 523-3434
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
Charles A. Neale
Vice President and General Counsel
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
(901) 523-3371
(Name, address, including zip code and telephone number, including
area code of agent for service)
Copies to:
John A. Good, Esq.
Bass, Berry & Sims PLC
100 Peabody Place
Memphis, Tennessee 38103
Telephone (901) 543-5901
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. [_]
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities Being Amount Being Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value 1,700,000 $21.25 $36,125,000 $9,537.00
==================================================================================================================================
</TABLE>
_______________________
(1) Computed pursuant to Rule 457 (c) of the Securities Act of 1933, as
amended, as of October 31, 2000.
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>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting any offer to buy these
securities in any state where the offer and sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2000
NATIONAL COMMERCE BANCORPORATION
1,700,000 Shares of Common Stock
The persons listed as the selling shareholders in this Prospectus are
offering to sell up to 1,700,000 shares of National Commerce Bancorporation
("NCBC") common stock, $2.00 par value per share.
The selling shareholders may offer their shares from time to time in
ordinary brokerage transactions on the Nasdaq National Market, in privately
negotiated placements or block trades or by a combination of these methods,
directly or indirectly through agents, and at prevailing market prices or
privately negotiated prices. See "Plan of Distribution" section of this
Prospectus.
NCBC will not receive any cash proceeds from the sale of the shares of
common stock offered by this Prospectus. We have agreed to bear certain expenses
associated with the registration of the shares under federal and state
securities laws, other than selling commissions, if any.
Our common stock is listed on the Nasdaq National Market under the symbol
"NCBC". On October 30, 2000, the reported closing price for our common stock was
$21.50 per share.
NCBC provides commercial banking, retail banking and financial services
through its wholly owned subsidiaries.
NCBC is a registered bank holding company incorporated in the State of
Tennessee, with principal executive offices at One Commerce Square, Memphis,
Tennessee; our telephone number is (901) 523-3434.
Beginning on page 6, we have listed certain "Risk Factors" that you should
consider before you invest in our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
This Prospectus is dated November 2, 2000.
<PAGE>
Table of Contents
A Warning About Forward-Looking Statements.................................. 4
Prospectus Summary.......................................................... 5
Risk Factors................................................................ 6
National Commerce Bancorporation............................................ 9
Issuance of Common Stock to Selling Shareholders............................ 9
Selling Shareholders........................................................ 10
Plan of Distribution........................................................ 11
Description of Common Stock................................................. 12
Use of Proceeds............................................................. 14
Experts..................................................................... 15
Legal Matters............................................................... 15
Where You Can Find More Information......................................... 15
Incorporation of Information We File With the SEC........................... 16
You should rely only on information contained in this Prospectus, any
supplement to this Prospectus or incorporated by reference. We have not
authorized anyone to provide you with different or additional information. You
should not assume that the information in this Prospectus or any supplement is
accurate as of any date other than the date on the front of those documents. The
selling shareholders are not making an offer of the common stock in any state
where the offer is not permitted.
<PAGE>
A WARNING ABOUT
FORWARD-LOOKING STATEMENTS
All statements in this Prospectus and documents incorporated by reference
that are not historical facts or that express expectations and projections with
respect to future matters are "forward-looking statements." We caution readers
that such "forward-looking statements," including, without limitation, those
relating to future business initiatives and prospects, revenues, working
capital, liquidity, capital needs, interest costs and income, and integration of
institutions with whom we have merged, wherever they occur in this document or
in other statements attributable to us, are necessarily estimates reflecting the
best judgment of our senior management. Such statements involve a number of
risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth in this document. Important factors currently
known to management that could cause actual results to differ materially from
those in forward-looking statements include significant fluctuations in interest
rates, inflation, economic recession, significant changes in the federal and
state legal and regulatory environment, significant under-performance in our
portfolio of outstanding loans, competition in NCBC's markets, failure to
adequately integrate the operations of financial institutions with whom we have
merged, failure to achieve expected synergies from mergers and increased costs
of running a larger organization. Other factors set forth from time to time in
our filings with the SEC should also be considered. We undertake no obligation
to update or revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.
4
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PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this
Prospectus or incorporated by reference in this Prospectus. It may not contain
all of the information that is important to you. You should read this
Prospectus carefully and in its entirety before deciding whether to invest in
shares of NCBC's common stock.
Unless the context otherwise requires, all references to "we," "us," "our,"
the Registrant," "NCBC" or "our Company" in this Prospectus refer to National
Commerce Bancorporation. The term "common stock" used in this Prospectus refers
to the common stock, par value $2.00 per share, of National Commerce
Bancorporation. The term "Securities Act" used in this Prospectus refers to the
Securities Act of 1933, as amended.
Securities to be Offered
This Prospectus relates to an aggregate of 1,700,000 shares of NCBC common
stock that may be offered for sale by the selling shareholders. The selling
shareholders acquired their shares of common stock in connection with our
acquisition of FMT Holding Company.
We are registering the sale of the 1,700,000 shares of common stock to
fulfill our contractual obligations under the agreement and plan of
reorganization dated May 31, 2000 among NCBC, FMT Holding Company and the
selling shareholders. Registration of the sale of these shares of common stock,
however, does not necessarily mean that all or any portion of the shares will be
offered for sale by the selling shareholders.
We will not receive any cash proceeds from the sale of any shares of common
stock offered by this Prospectus. We have agreed to bear certain expenses
associated with the registration of the shares under federal and state
securities laws, other than selling commissions, if any.
The selling shareholders may offer their shares from time to time in ordinary
brokerage transactions on the Nasdaq National Market, in privately negotiated
placements or block trades or by a combination of those methods, directly or
through agents, and at prevailing market prices or privately negotiated prices.
See "Plan of Distribution" section of this Prospectus. NCBC's common stock is
listed on the Nasdaq National Market under the symbol "NCBC." On October 30,
2000, the reported closing price was for the common stock was $21.50 per share.
The Company
National Commerce Bancorporation, a registered bank holding company
incorporated in the State of Tennessee, provides diverse financial services
through a regional network of banking affiliates and a national network of non-
banking affiliates. As of September 30, 2000, National Commerce Bancorporation
had total assets of approximately $16.5 billion and shareholders' equity of
approximately $1.3 billion.
On July 27, 2000, National Commerce Bancorporation acquired FMT Holding
Company pursuant to an agreement and plan of reorganization dated May 31, 2000.
Risk Factors
You should carefully consider all of the information set forth under the
"Risk Factors" section beginning on page 6, before deciding to invest in the
securities being offered in this Prospectus.
Our Office
Our principal executive offices are located at One Commerce Square, Memphis,
Tennessee, 38150 and our telephone number is (901) 523-3434.
5
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RISK FACTORS
Before you invest in our common stock, you should be aware that your
investment is subject to various risks, including those described below. You
should consider carefully these risks together with all of the other information
included in this prospectus before you decide to purchase any of our common
stock.
Some of the information in this prospectus, any prospectus supplement and/or
documents incorporated by reference may contain forward-looking statements.
Such statements can be identified by the use of forward-looking words such as
"may," "will," "expect," "anticipate," "estimate," "continue" or other similar
words. These statements discuss future expectations or contain projections.
When considering such forward-looking statements, you should keep in mind the
following risk factors. The risk factors could cause our actual results to
differ materially from those contained in any forward-looking statement.
Our Allowance for Loan Losses May Not be Adequate to Cover Actual Loan Losses
As a lender, we are exposed to the risk that our customers will be unable to
repay their loans according to their terms and that any collateral securing the
payment of their loans may not be sufficient to assure repayment. Credit losses
are inherent in the lending business and could have a material adverse effect on
our operating results. We make various assumptions and judgments about the
collectibility of our loan portfolio and provide an allowance for probable
losses based on a number of factors. If our assumptions are wrong, our
allowance for loan losses may not be sufficient to cover our losses. Additions
to our allowance for loan losses due to our allowance being too low would
decrease our net income and could adversely affect our stock price.
Interest Rates and Other Conditions Impact Our Results of Operations
Our profitability is in part a function of the spread between the returns
generated by or interest rates earned on investments and loans and the interest
rates paid on deposits and other interest-bearing liabilities. Like most
banking institutions, our net interest spread and margin will be affected by
general economic conditions and other factors, including fiscal and monetary
policies of the federal government, that influence market interest rates and our
ability to respond to changes in such rates. At any given time, our assets and
liabilities will be such that they are affected differently by a given change in
interest rates. As a result, an increase or decrease in rates, the length of
loan terms or the mix of adjustable and fixed rate loans in our portfolio could
have a positive or negative effect on our net income, capital and liquidity.
Our Stock Price and Financial Performance May Suffer as a Result of Our Recent
Merger with CCB Financial Corporation
There are many risks associated with completing a merger of equals
transaction like the one we completed on July 5, 2000 with CCB Financial
Corporation ("CCB"). The respective businesses of NCBC and CCB may not be
successfully integrated within the time frame envisioned prior to the merger.
The synergies anticipated from this business combination may fail to be achieved
within the expected time frame or at all. These risks along with various others
may negatively impact NCBC's stock price and hinder its ability to attain the
level of financial performance it has historically achieved.
6
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The Financial Institution Industry is Very Competitive
We face substantial competition for loans and deposits as well as other
sources of funding in the communities we serve and will likely face greater
competition in the future as a result of recent federal legislative changes. We
compete directly with financial institutions that are well established. Many of
our competitors have significantly greater resources and lending limits than we
have. As a result of those greater resources, the large financial institutions
that we compete with may be able to provide a broader range of services to their
customers and may be able to afford newer and more sophisticated technology.
Our long-term success depends on our ability to compete successfully with other
financial institutions in our service areas.
We are Subject to Significant Government Regulation
The banking industry is heavily regulated under both federal and state law.
These regulations are primarily intended to protect customers and the federal
deposit insurance funds, not our creditors or shareholders. Regulations
affecting banks and financial services companies undergo continuous change, and
we cannot predict the ultimate effect of such changes, which could have a
material adverse effect on our profitability or financial condition.
Regulations and laws may be modified at any time, and new legislation may be
enacted that adversely affects us and our subsidiaries.
Our Success Depends on the Performance of Senior Management
Our success has been partially dependent on the skills, experience and
efforts of our senior management. The loss of the services of our Chairman or
Chief Executive Officer or of other members of senior management could have a
material adverse effect on our business and prospects. We believe that our
future success also will depend upon our ability to attract, retain and motivate
qualified personnel. We cannot provide assurance that we will be successful in
attracting and retaining such personnel.
We Expect Our Stock Price to Continue to Fluctuate
The market price of our common stock has fluctuated in the past and is likely
to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations and the market prices of
the securities of finance-related companies have been especially volatile. Such
fluctuations can result from, among other things:
- fluctuations in interest rates;
- quarterly variations in operating results;
- changes in analysts' estimates;
- events affecting other companies that investors deem to be comparable to us;
- factors which have the effect of increasing, or which investors believe may
have the effect of increasing, our cost of funds; or
- general economic trends and conditions.
Investors may be unable to resell their shares of our common stock at or
above the offering price.
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Preferred Stock
NCBC's charter authorizes our Board of Directors to issue up to 5 million
shares of preferred stock. The Board of Directors may establish the preferences
and rights of any preferred shares issued. The issuance of preferred stock
could have the effect of delaying or preventing someone from taking control of
us, even if a change in control were in our shareholders' best interests.
Currently, we do not have any shares of preferred stock issued and outstanding.
Tennessee Anti-Takeover Statutes
As a Tennessee corporation, we are subject to various legislative acts which
impose restrictions on and require compliance with procedures designed to
protect shareholders against unfair or coercive mergers and acquisitions. These
statutes may delay or prevent offers to acquire us and increase the difficulty
of consummating any such offers, even if our acquisition would be in our
shareholders' best interests.
Collateral Securing Loans May Not be Sufficient to Assure Repayment
Our loans are primarily made based on the identified cash flow or income of
the borrower and secondarily on the underlying collateral provided by the
borrower. Most often, this collateral is real estate, and to a lesser extent,
accounts receivable, inventory and machinery. Credit support provided by the
borrower for most of these loans and the probability of repayment is based on
the liquidation of the pledged collateral and enforcement of a personal
guarantee, if any exists. As a result, in the case of loans secured by real
estate, the liquidated value of the pledged property is subject to fluctuation
dependent upon the volatility of the real estate market. In the case of loans
secured by accounts receivable, the availability of funds for the repayment of
these loans may be substantially dependent on the ability of the borrower to
collect amounts due from its customers. The collateral securing other loans may
depreciate over time, may be difficult to appraise and may fluctuate in value
based on the success of the business.
8
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NATIONAL COMMERCE BANCORPORATION
NCBC is a bank holding company that provides diverse financial services
through a regional network of banking affiliates and a national network of non-
banking affiliates. NCBC's financial institution subsidiaries operate
approximately 375 bank locations in Tennessee, North Carolina, South Carolina,
Georgia, Virginia, West Virginia, Mississippi and Arkansas. NCBC has three
principal lines of business: retail banking, commercial banking and financial
services. Financial services include transaction processing, in-store licensing
and consulting, capital markets, trust and asset management and treasury
services.
As of September 30, 2000, NCBC had total consolidated assets of approximately
$16.5 billion, total consolidated deposits of approximately $11.7 billion, and
consolidated shareholders' equity of approximately $1.3 billion, all reflecting
the transaction with CCB. For the year ended December 31, 1999, NCBC had
consolidated net income of approximately $107 million, or $0.99 per diluted
share.
NCBC is a legal entity separate and distinct from its banking and non-banking
subsidiaries. Accordingly, the right of NCBC, and thus the right of NCBC's
creditors, to participate in any distribution of the assets or earnings of any
subsidiary, other than in its capacity as a creditor of the subsidiary, is
subject to the prior payment of claims of creditors of the subsidiary. The
principal sources of NCBC's revenues are dividends and fees from its
subsidiaries.
Our common stock, which has a par value per share of $2.00, is traded on The
Nasdaq Stock Market's National Market under the symbol "NCBC." Our principal
executive offices are located at One Commerce Square, Memphis, Tennessee 38150,
and our telephone number is (901) 523-3434.
ISSUANCE OF COMMON STOCK TO SELLING SHAREHOLDERS
On July 27, 2000, we issued an aggregate of 1,700,000 shares of common stock
to the shareholders of FMT Holding Company pursuant to an agreement and plan of
reorganization. Under the terms of the agreement and plan of reorganization,
FMT Holding Company merged into National Commerce Bancorporation.
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SELLING SHAREHOLDERS
All of the common stock registered for sale pursuant to this prospectus will
be owned immediately after registration by the selling shareholders as the
former shareholders of FMT Holding Company. All of the shares offered by the
selling shareholders were acquired in connection with our acquisition of FMT
Holding Company acquisition. Such shares do not exceed one percent (1%) of our
outstanding capitalization as of the date of this Prospectus.
The following table sets forth certain information known to us with respect
to beneficial ownership of National Commerce Bancorporation's common stock by
each selling shareholder as of September 30, 2000, and the maximum number of
shares of common stock that each may offer from time to time under this
Prospectus. Because each selling shareholder may sell or otherwise transfer
less than all of such shareholder's shares of common stock pursuant to this
Prospectus, we cannot estimate the number of shares of common stock that will be
held by such selling shareholder after this offering.
<TABLE>
<CAPTION>
Shares beneficially Shares offered
owned by this
Selling Shareholders prior to the offering prospectus
-------------------- --------------------- --------------
<S> <C> <C>
K.B.L. Family Limited Partnership 1,301,154 1,301,154
Cecil W. Duke and Darla Duke Williams 32,692 32,692
Ronald W. Hodges 26,154 26,154
Joseph M. Radogna and Rita R. Radogna 364,864* 287,692
Tommy R. Thompson and Rita A. Thompson 26,154 26,154
Warren K. Walker, Jr. TTEE for Thompson Children 26,154 26,154
--------- ---------
Totals 1,777,172 1,700,000
========= =========
</TABLE>
-----------------
*77,172 shares of NCBC common stock owned prior to NCBC's acquisition of
FMT Holding Company
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PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time to
time by the selling shareholders. The selling shareholders will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. The selling shareholders may sell the shares being offered
hereby:
(1) on the Nasdaq National Market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price; or
(2) in private sales at negotiated prices directly or through a broker or
brokers, who may act as agent or as principal or by a combination of such
methods of sale.
The selling shareholders and any underwriter, dealer or agent who participate in
the distribution of such shares may be deemed to be "underwriters" under the
Securities Act, and any discount, commission or concession received by such
persons might be deemed to be an underwriting discount or commission under the
Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling shareholders (and, if acting as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the selling shareholders. Broker-dealers may agree with the
selling shareholders to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling shareholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the selling
shareholders. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market, in negotiated transactions or by a combination of such methods
of sale or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
We have advised the selling shareholders that during such time as the selling
shareholders may be engaged in an attempt to sell shares registered hereunder,
they may not bid for or purchase any of our securities or any rights to acquire
our securities, or attempt to induce any person to purchase any of our
securities or rights to acquire our securities other than as permitted under
Regulation M of the Securities Exchange Act of 1934.
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The selling shareholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
In order to comply with the securities laws of certain states, if applicable,
our common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the common stock
may not be sold unless such shares have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have agreed to use our reasonable best efforts to maintain the
effectiveness of this registration statement with respect to the shares of
common stock offered hereunder by the selling shareholders. There can be no
assurance that the selling shareholders will sell all or any of the shares of
common stock offered hereunder.
DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions of the shares of our
common stock, par value $2.00 per share. The summary is not complete and is
qualified in its entirety by reference to the description of our common stock
incorporated by reference in this Prospectus. See "Incorporation of Information
We File with the SEC." Our charter and our bylaws are also incorporated by
reference in this Prospectus. You should read our charter and our bylaws for
additional information before you buy any of our common stock. See "Where You
Can Find More Information."
General. As of July 31, 2000, the number of authorized shares of NCBC common
stock was 400,000,000, of which 203,356,499 shares were issued and outstanding,
and the number of authorized shares of NCBC preferred stock was 5,000,000, of
which none were issued and outstanding.
Dividends. Holders of common stock are entitled to receive pro rata dividends
when, and if, declared by our Board of Directors out of any funds that we can
legally use to pay dividends. We may pay dividends in cash, stock or other
property. In certain cases, holders of common stock may not receive dividends
until we have satisfied our obligations to any holders of outstanding preferred
stock. In the event we liquidate, dissolve or wind up our business, the holders
of preferred stock will receive an amount per share equal to the amount fixed
and determined by our Board of Directors, plus any amount equal to all the
dividends accrued on the preferred stock, before any distribution will be made
on the common stock.
Voting Rights. Each share of our common stock is entitled to one vote on each
matter submitted to a vote of shareholders. The holders of the common stock have
noncumulative voting rights, which means that the holders of more than 50% of
the shares of common stock voting for the election of directors can elect 100%
of the directors standing for election at any
12
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meeting if they choose to do so and, in such event, the holders of the remaining
shares voting for the election of directors will not be able to elect any person
or persons to our Board of Directors.
Other Rights. The common stock has no conversion rights and is not
redeemable. The holders of the common stock do not have any preemptive rights
to subscribe for additional shares of our stock or other securities. There is
no restriction on our purchase of shares of common stock except for certain
regulatory limits.
Fully Paid. The issued and outstanding shares of common stock are fully paid
and nonassessable.
Listing. The common stock is listed on The Nasdaq National Market under the
symbol "NCBC." The Bank of New York, or an affiliate thereof, is the transfer
agent, registrar and dividend disbursing agent for the common stock.
Special Provisions of the Charter. Article Seven of the charter provides for
a Board of Directors consisting of at least three and no more than twenty-five
directors and divided into three classes of directors serving staggered three-
year terms. The classification of directors has the effect of making it more
difficult for shareholders to change the composition of our Board of Directors
in a short period of time. At least two annual meetings of our shareholders,
instead of one, will generally be required to effect a change in a majority of
our Board of Directors.
Our Board of Directors can at any time, under the charter and without
shareholder approval, issue one or more series of preferred stock. In some
cases, the issuance of preferred stock without shareholder approval could
discourage or make more difficult attempts to take control of our company
through a merger, tender offer, proxy contest or otherwise. Preferred stock
with special voting rights or other features issued to persons favoring our
management could stop a takeover by preventing the person trying to take control
of our company from acquiring enough voting shares necessary to take control.
Article Nine of the charter includes specific provisions with respect to
mergers and other business combinations, as defined in the NCBC charter. In
general, a business combination requires the affirmative vote of the holders of
a least two-thirds of the outstanding shares of each class of our capital voting
stock to approve the business combination, unless the business combination is
not with or does not involve:
(1) any interested shareholders (as defined in the charter) or an affiliate
(as defined in the charter) of an interested shareholder if the following
conditions set forth in (2)(a) below are met, in which event such business
combination will require only such affirmative vote as is required by law and
the charter, or
(2) an interested shareholder or an affiliate of an interested shareholder if
the following conditions set forth in (a), (b) and (c) are met, in which event
such business combination will require only such affirmative vote as is required
by law and the charter:
(a) if the business combination has been approved by at least two-thirds
of the entire NCBC board at any time prior to the consummation of the business
combination;
(b) the aggregate amount of the cash and the fair market value as of the
date of the consummation of the business combination of consideration other than
cash to be received
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per share by holders of our outstanding capital voting stock in such business
combination will be at least equal to the minimum price per share, as defined in
the charter; and
(c) the consideration to be received by holders of a particular class of
outstanding voting stock will be in cash or in the same form as the interested
shareholder has previously paid for shares of such class of voting stock. If
the interested shareholder has paid for shares of any class of voting stock with
varying forms of consideration, the form of consideration for such class of
voting stock will be either cash or the form used to acquire the largest number
of shares of such class of voting stock previously acquired by it, collectively,
the "fair price provisions".
The fair price provisions are designed to discourage attempts to take over
NCBC by utilizing two-tier pricing tactics or by acquiring less than all of
NCBC's outstanding shares. In recent years there have been increasing numbers
of non-negotiated attempts to take over publicly owned corporations. These
attempts typically involve the accumulation of a substantial block of the target
corporation, followed by a merger or other reorganization of the acquired
company on terms determined entirely by the purchaser. The terms of these
attempts may include two-tier pricing, which is the practice of paying cash to
acquire a controlling interest in a company and acquiring the remaining equity
interest by paying the remaining shareholders a price that is lower than the
price paid to acquire the controlling interest or by utilizing a different form
of consideration for payment to the remaining shareholders than was used to
purchase the controlling interest.
While the terms of such a non-negotiated takeover could be fair to NCBC
shareholders, negotiated transactions may result in more favorable terms to NCBC
shareholders because of factors such as the timing of the transaction, the tax
effects on the shareholders and the fact that the nature and amount of the
consideration paid to all shareholders will be negotiated by the parties at
arms-length rather than dictated by the purchaser.
In addition, due to the difficulties of complying with the requirements of
the fair price provisions, the fair price provisions generally may discourage
attempts to acquire control of NCBC. As a result, holders of NCBC common stock
may be deprived of an opportunity to sell their shares at a premium above the
market price. In addition, the fair price provisions would give veto power to
the holders of a minority of NCBC common stock with respect to certain business
combinations that are opposed by more than one-third of the NCBC Board of
Directors and which do not meet the fair price provisions, but which a majority
of shareholders may believe to be desirable and beneficial. Moreover, in any
such business combination not receiving the requisite approval of NCBC
shareholders or of directors, the minimum price provisions of the fair price
provisions, while providing objective pricing criteria, could be arbitrary and
not indicative of value.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
hereby, but we have agreed to pay certain fees and expenses associated with
registering the shares of common stock.
14
<PAGE>
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements incorporated by reference in our Annual Report on Form 10-K
for the year ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance
on Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for NCBC
by Bass, Berry & Sims PLC, Memphis, Tennessee. Attorneys at Bass, Berry & Sims
PLC working on this Registration Statement owned approximately 14,686 shares of
NCBC common stock as of the date of this Registration Statement.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's following public reference
facilities:
<TABLE>
<CAPTION>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street, Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on
the operations of the public reference facilities. Our SEC filings are also
available at the offices of The Nasdaq Stock Market at 1735 K Street, N.W.,
Washington, D.C. 20006.
15
<PAGE>
Incorporation of Information We File With the SEC
The SEC allows us to "incorporate by reference" the information we file with
them, which means:
- incorporated documents are considered part of this Prospectus;
- we can disclose important information to you by referring you to those
documents; and
- information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed with
the SEC under the Securities Exchange Act of 1934 ("Exchange Act"):
(1) Our Annual Report on Form 10-K for the year ended on December 31, 1999,
filed on March 27, 2000;
(2) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000;
(3) Our Current Reports on Form 8-K filed on March 21, 2000, March 27, 2000,
June 20, 2000, July 11, 2000 and October 24, 2000 and our Amended Current
Reports on Form 8-K/A filed on March 24, 2000 and March 27, 2000;
(4) The description of our common stock contained in the Registration
Statement on Form S-8 (File No. 33-38552), filed on January 11, 1991.
We also incorporate by reference each of the following documents that we will
file with the SEC after the date of the initial filing of the Registration
Statement and prior to the time we sell all of the Securities offered by this
Prospectus;
- Reports filed under Section 13(a) and (c) of the Exchange Act;
- Definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent shareholders meeting; and
- Any reports filed under Section 15(d) of the Exchange Act.
You can obtain any of the filings incorporated by the reference in this
document through us, or from the SEC through the SEC's web site or at the
addresses listed above. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents unless the exhibit
is specifically incorporated by reference as an exhibit in this Prospectus. You
can obtain documents incorporated by reference in this Prospectus by requesting
them in writing or by telephone from us at the following address:
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
Attention: Kathy Shelton, Assistant Treasurer
Telephone: (901) 523-3434
If you request any incorporated documents from us, we will mail them to you by
first class mail, or another equally prompt means, within one business day after
we receive your request.
16
<PAGE>
1,700,000 Shares
NATIONAL COMMERCE BANCORPORATION
Common Stock
PROSPECTUS
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offering
covered by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by NCBC. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any common stock, in any jurisdiction where, or to any person to whom,
it is unlawful to make any such offer or solicitation. Neither the delivery of
this Prospectus nor any offer or sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of NCBC since the date
hereof.
November 2, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the fees and expenses to be incurred in
connection with the issuance and distribution of the common stock registered
hereby.
Registration fee to the SEC..................................... $ 9,537.00
Accounting fees and expenses.................................... $ 4,000.00
Legal fees and expenses......................................... $10,000.00
Miscellaneous expenses.......................................... 0.00
----------
Total........................................................... $23,537.00
Item 15. Indemnification of Directors and Officers.
The Registrant is a Tennessee corporation. Sections 48-18-501 through 48-18-
509 of the Tennessee Business Corporation Act contain detailed provisions on
indemnification of directors and officers of a Tennessee corporation.
The Registrant's restated 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 Section
48-18-304 of the Tennessee Business Corporation Act.
The Registrant's bylaws provide that the Registrant shall indemnify any
person who is made a party to a suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant, against amounts
paid in settlement and reasonable expenses including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding or any appeal
therein, to the extent permitted by and in the manner provided by the laws of
Tennessee. The Registrant shall indemnify any person made or threatened to be
made a party to a suit or proceeding other than by or in the right of any
company of any type or kind, domestic or foreign, which any director or officer
of the Registrant, by reason of the fact that he, his testator or intestate, was
a director or officer of the Registrant or served such other company in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily 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 which he reasonably believed to be in
the best interest of the Registrant and, in criminal actions or proceedings, had
no reasonable cause to believe that this conduct was unlawful, to the extent
permitted by, and in the manner provided by, the laws of Tennessee.
The directors and officers of the Registrant are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.
<PAGE>
Item 16. Exhibits.
(a) The following exhibits are filed as part of this registrations statement
or incorporated herein by reference:
<TABLE>
<CAPTION>
Exhibits
Number Description
----------- ----------------------------------------------------------------------------------
<C> <S>
3.1 Amended and Restated Charter of National Commerce Bancorporation (filed as
Exhibit 3.1 to the Registrant's Form 8-K filed on July 11, 2000 (File No. 0-6094)
and incorporated herein by reference).
3.2 Bylaws of National Commerce Bancorporation, as amended (filed as Exhibit 3.2 to
the Registrant's Form 10-K for the year ended December 31, 1995 (File No. 0-6094)
and incorporated herein by reference).
5.1 Opinion of Bass, Berry & Sims PLC, counsel to the Registrant, as to the legality
of the shares of Registrant's common stock being registered.*
23.1 Consent of Bass, Berry & Sims PLC (included in the opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP*
24.1 Powers of Attorney (contained on signature pages to this registration statement).
----------------
*filed herewith.
</TABLE>
Item 17. 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 1993;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or 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 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
<PAGE>
(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 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 Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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 a 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 Section 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 for 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 issue.
<PAGE>
SIGNATURES
Pursuant to the requirement 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 this 18th day of
October, 2000.
NATIONAL COMMERCE BANCORPORATION
a Tennessee corporation (Registrant)
By: /s/ Thomas M. Garrott
------------------------------
Thomas M. Garrott
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Kathryn L. Shelton and K. Elizabeth
Whitehead, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, 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 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 substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Garrott Chairman of the Board and Director October 18, 2000
------------------------------------
Thomas M. Garrott
/s/ Ernest C. Roessler President and Chief Executive
------------------------------------ Officer (Principal Executive October 18, 2000
Ernest C. Roessler Officer) and Director
/s/ Sheldon M. Fox Chief Financial Officer
------------------------------------ (Principal Financial Officer) October 18, 2000
Sheldon M. Fox
/s/ Mark A. Wendel Accounting Officer (Principal
------------------------------------ Accounting Officer October 18, 2000
Mark A. Wendel
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James B. Brame, Jr Director October 18, 2000
------------------------------------
James B. Brame, Jr.
Director October __, 2000
------------------------------------
Bruce E. Campbell, Jr.
/s/ John D. Canale, III Director October 18, 2000
------------------------------------
John D. Canale, III
/s/ Thomas C. Farnsworth, Jr. Director October 18, 2000
------------------------------------
Thomas C. Farnsworth, Jr.
/s/ Blake P. Garrett, Jr. Director October 18, 2000
------------------------------------
Blake P. Garrett, Jr.
/s/ R. Lee Jenkins Director October 18, 2000
------------------------------------
R. Lee Jenkins
/s/ C. Dan Joyner Director October 18, 2000
------------------------------------
C. Dan Joyner
/s/ W. Neely Mallory, Jr. Director October 18, 2000
------------------------------------
W. Neely Mallory, Jr.
Director October __, 2000
------------------------------------
Eugene J. McDonald
/s/ James E. McGehee, Jr. Director October 18, 2000
------------------------------------
James E. McGehee, Jr.
Director October __, 2000
------------------------------------
Phillip H. McNeill, Sr.
/s/ George J. Morrow Director October 18, 2000
------------------------------------
George J. Morrow
/s/ Eric B. Munson Director October 25, 2000
------------------------------------
Eric B. Munson
/s/ Harry J. Phillips, Sr. Director October 18, 2000
------------------------------------
Harry J. Phillips, Sr.
Director October __, 2000
------------------------------------
J. Bradbury Reed
/s/ David E. Shi Director October 18, 2000
------------------------------------
David E. Shi
/s/ H. Allen Tate, Jr. Director October 18, 2000
------------------------------------
H. Allen Tate, Jr.
Director October __, 2000
------------------------------------
Phail Wynn, Jr.
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
Number Description
----------- ----------------------------------------------------------------------------------
<C> <S>
3.1 Amended and Restated Charter of National Commerce Bancorporation (filed as
Exhibit 3.1 to the Registrant's Form 8-K filed on July 11, 2000 (File No. 0-6094)
and incorporated herein by reference).
3.2 Bylaws of National Commerce Bancorporation, as amended (filed as Exhibit 3.2 to
the Registrant's Form 10-K for the year ended December 31, 1995 (File No. 0-6094)
and incorporated herein by reference).
5.1 Opinion of Bass, Berry & Sims PLC, counsel to the Registrant, as to the legality
of the shares of Registrant's common stock being registered.*
23.1 Consent of Bass, Berry & Sims PLC (included in the opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP*
24.1 Powers of Attorney (contained on signature pages to this registration statement).
----------------
*filed herewith.
</TABLE>
