REGISTRATION STATEMENT NO. 333-_____
Filed March 16, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAVALRY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 62-1721072
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
114 W. College Street
Murfreesboro, Tennessee 37133
(615) 893-1234
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(Address of principal executive offices)
Cavalry Banking
401(k) Savings Plan
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(Full title of the Plan)
Ed C. Loughry, Jr. Copies to:
President and Chief Eric S. Kracov, Esquire
Executive Officer Breyer & Aguggia
Cavalry Bancorp, Inc. 1300 I Street, N.W.
114 W. College Street Suite 470 East
Murfreesboro, Tennessee 37133 Washington, D.C. 20005
(615) 893-1234 (202) 737-7900
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Name, address and telephone
number of agent for service
Page 1 of 8 Pages
Index to Exhibits Appears on Page 4.
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Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock,
$.01 par value 500,000 $10.00(2) $5,000,000 $1,516
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), the price per share is estimated
to be $10.00.
(2) 500,000 shares are being registered for issuance under the 401(k) Plan and
Trust Agreement ("401(k) Plan"). In addition, this Registration Statement
covers an indeterminate number of shares reserved for issuance pursuant to
the 401(k) Plan as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock. Pursuant to Rule
16(c), the Registration Statement also covers an indeterminate number of
participation interests available thereunder.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) the Company's Registration Statement on Form S-1 (Registration No.
333-40057) filed November 12, 1997 and amendments thereto.
(2) the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed
January 9, 1998.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
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Not Applicable
Item 5. Interests of Named Experts and Counsel
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Not Applicable
Item 6. Indemnification of Directors and Officers
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Article XI of Registrant's Charter provides for indemnification of the
directors of the Registrant for monetary damages for conduct as a director,
except the Registrant shall not indemnify a director in connection with a
proceeding by or in the right of the Registrant in which the director was
adjudged liable to the Registrant or in connection with any other proceeding
charging improper personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him.
Sections 48-18-502 through 48-18-504 of the Tennessee Business
Corporation Act sets forth circumstances under which a corporation may
indemnify and advance expenses to its directors, officers, agents and
employees. Sections 48-18-502 through 48-18-504 provide as follows:
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"48-18-502 AUTHORITY TO INDEMNIFY.--(a) Except as provided in subsection
(d), a corporation may indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred in the proceeding
if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(A) In the case of conduct in his official capacity with the
corporation, that his conduct was in its best interest; and
(B) In all other cases, that his conduct was at lease not opposed to its
best interests; and
(3) In the case of any criminal proceeding, he had no reasonable cause
to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subdivision (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him.
48-18-503 MANDATORY INDEMNIFICATION.--Unless limited by its charter,
a corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding.
48-18-504 ADVANCE FOR EXPENSES.--(a) A corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct described in Section
48-18-502;
(2) The director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he is not entitled to indemnification; and
(3) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this part.
(b) The undertaking required by subsection (a)(2) must be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section
shall be made in the manner specified in Section 48-18-506."
Item 7. Exemption From Registration Claimed
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Not Applicable
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Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
No. Exhibit
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23.1 Consent of Rayburn, Betts & Bates, P.C.
24 Power of attorney (see signature pages)
99.1 401(k) Savings Plan (incorporated by reference herein as
Exhibit 10.5 to Amendment No. 1 to Form S-1, filed on
November 12, 1997 (File No. 333-40057))
Item 9. Undertakings
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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, (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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purposes 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 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and that
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. 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 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 liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will 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, Cavalry
Bancorp, Inc. 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 Murfreesboro, and State of Tennessee the 2nd
day of March 1998.
CAVALRY BANCORP, INC.
By: /s/ Ed C. Loughry, Jr.
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Ed C. Loughry, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Ed C. Loughry, Jr. his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ Ed C. Loughry, Jr. Date: March 2, 1998
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Ed C. Loughry, Jr.
President, Chief Executive Officer and
Director (Principal Executive Officer)
By: /s/ Hillard C. Gardner Date: March 2, 1998
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Hillard C. "Bud" Gardner
Senior Vice President and Chief Operating
Officer (Principal Financial and
Accounting Officer)
By: /s/ William H. Huddleston, III Date: March 2, 1998
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William H. Huddleston, III
Chairman of the Board
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By: /s/ Gary Brown Date: March 2, 1998
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Gary Brown
Vice Chairman of the Board
By: /s/ Ronald F. Knight Date: March 2, 1998
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Ronald F. Knight
Director, Executive Vice President and
Chief Operating Officer
By: /s/ Frank E. Crosslin, Jr. Date: March 2, 1998
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Frank E. Crosslin, Jr.
Director
By: /s/ Tim J. Durham Date: March 2, 1998
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Tim J. Durham
Director
By: Date: _______, 1998
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Ed Elam
Director
By: /s/ James C. Cope Date: March 2, 1998
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James C. Cope
Director
By: /s/ Terry G. Haynes Date: March 2, 1998
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Terry G. Haynes
Director
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The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
CAVALRY BANKING
401(k) SAVINGS PLAN
Date: March 2, 1998 By: /s/ William S. Jones
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William S. Jones
Plan Administrator
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Exhibit 23.1
Consent of Independent Auditors
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[Letterhead of Rayburn, Betts & Bates, P.C.]
CONSENT OF INDEPENDENT AUDITORS'
We consent to the incorporation by reference in this Registration Statement of
Calvary Bancorp, Inc. and subsidiaries, on Form S-8 of our report dated
September 25, 1997 (October 9, 1997 as to the 1st paragraph of Note 20),
appearing in and incorporated by reference in the Registration Statement as
amended as of January 5, 1998 (No. 333-40057) on Form S-1.
/s/RAYBURN, BETTS & BATES, P.C.
RAYBURN, BETTS & BATES, P.C.
Nashville, Tennessee
March 13, 1998
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Exhibit 24
Power of Attorney (see signature page)
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