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As Filed With the Securities and Exchange Commission on July 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.)
National Commerce Bancorporation
One Commerce Square 38150
Memphis, Tennessee (Zip Code)
(Address of Principal Executive Offices)
Hillsborough Savings Bank, Inc., SSB Management Recognition Plan
Piedmont Bancorp, Inc. Stock Option Plan
(Full titles of the plans)
Charles A. Neale, Esq.
Vice President and General Counsel
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
(Name and address of agent for service)
(901) 523-3371
(Telephone number, including area code, of agent for service)
Copy to:
John A. Good, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 950
Memphis, TN 38103
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum
Title of securities offering price per Proposed maximum aggregate Amount of
to be registered Amount to be registered share* offering price* registration fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$2.00 per share 171,000 shares $17.72 $3,030,120 $799.95
</TABLE>
* The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in
accordance with Rule 457(c) and Rule 457(h) and is based upon the average of the
high and low prices per share of the Registrant's common stock as reported on
the National Market of the Nasdaq Stock Market on July 20, 2000.
<PAGE>
EXPLANATORY NOTE
Pursuant to the Agreement and Plan of Reorganization dated as of December
27, 1999 between National Commerce Bancorporation (the "Registrant") and
Piedmont Bancorp, Inc. ("PBI"), PBI merged with and into the Registrant on April
11, 2000 (the "Effective Date"), and the Registrant continues as the surviving
corporation. As a result of the merger, each share of common stock, no par
value, of PBI issuable pursuant to the Hillsborough Savings Bank, Inc., SSB
Management Recognition Plan or the Piedmont Bancorp, Inc. Stock Option Plan (the
"Plans") immediately prior to the effective time of the merger was converted
into the right to receive a certain number of shares of the Registrant's common
stock, $2.00 par value per share (the "Common Stock"), at the effective time of
the merger, and the Registrant assumed all outstanding obligations to issue PBI
common stock under the Plans.
The Registrant hereby files this Registration Statement on Form S-8
relating to 171,000 shares of Common Stock issuable pursuant to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference as of their
respective dates:
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
b. All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999; and
c. The description of the Common Stock contained in the effective
registration statement filed by the Registrant to register such
securities under the Exchange Act, including all amendments and
reports filed for the purpose of updating such description prior to
the termination of the offering of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
An opinion as to the legality of the securities being registered is being
provided by Bass, Berry & Sims PLC. Attorneys at Bass, Berry & Sims PLC working
on this Registration Statement owned approximately 14,686 shares of the Common
Stock as of the date of this Registration Statement.
Item 6. 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.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits (page II-7) and Item 9 below.
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act"), (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; (iii) to
include any material information with respect to the plan of distribution
not previously
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disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(i) and (ii) of this paragraph do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 20th day of
July, 2000.
NATIONAL COMMERCE BANCORPORATION
By: /s/ Thomas M. Garrott
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Thomas M. Garrott
Chairman of the Board
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 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 the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 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 July 20, 2000
-------------------------------------- and Director
Thomas M. Garrott
/s/ Ernest C. Roessler President and Chief Executive July 20, 2000
-------------------------------------- Officer (Principal Executive
Ernest C. Roessler Officer) and Director
/s/ Sheldon M. Fox Chief Financial Officer (Principal July 20, 2000
-------------------------------------- Financial Officer)
Sheldon M. Fox
/s/ Mark A. Wendel Accounting Officer (Principal July 20, 2000
-------------------------------------- Accounting Officer)
Mark A. Wendel
Director
--------------------------------------
James B. Brame, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Bruce E. Campbell, Jr. Director July 20, 2000
--------------------------------------
Bruce E. Campbell, Jr.
/s/ John D. Canale, III Director July 20, 2000
--------------------------------------
John D. Canale, III
/s/ Thomas C. Farnsworth, Jr. Director July 20, 2000
--------------------------------------
Thomas C. Farnsworth, Jr.
/s/ Blake P. Garrett, Jr. Director July 20, 2000
--------------------------------------
Blake P. Garrett, Jr.
Director
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R. Lee Jenkins
Director
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C. Dan Joyner
/s/ W. Neely Mallory, Jr. Director July 20, 2000
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W. Neely Mallory, Jr.
/s/ Eugene J. McDonald Director July 20, 2000
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Eugene J. McDonald
/s/ James E. McGehee, Jr. Director July 20, 2000
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James E. McGehee, Jr.
Director
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Phillip H. McNeill, Sr.
/s/ George J. Morrow Director July 20, 2000
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George J. Morrow
Director
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Eric B. Munson
/s/ Harry J. Phillips, Sr. Director July 20, 2000
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Harry J. Phillips, Sr.
/s/ J. Bradbury Reed Director July 20, 2000
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J. Bradbury Reed
Director
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David E. Shi
</TABLE>
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<TABLE>
<S> <C> <C>
Director
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H. Allen Tate, Jr.
Director
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Phail Wynn, Jr.
</TABLE>
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INDEX TO EXHIBITS
Exhibit Number Description
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4.1 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)
4.2 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)
4.3 Hillsborough Savings Bank, Inc., SSB Management Recognition
Plan (incorporated by reference to Exhibit 10.II.B of PBI's
Form 10-K for the fiscal year ended June 30, 1996 (filed
September 24, 1996))
4.4 Piedmont Bancorp, Inc. Stock Option Plan (incorporated by
reference to Exhibit 10.II.A to PBI's Form 10-K for the
fiscal year ended June 30, 1996 (filed September 24, 1996))
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)
24 Power of Attorney (included at pages II-4, II-5 and II-6)
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