As Filed With the Securities and Exchange Commission
on April 20, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAVALRY BANCORP, INC.
(Exact name of Registrant as Specified in its Charter)
TENNESSEE 62-1721072
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
------------------------------ -------------------
CAVALRY BANCORP, INC.
114 WEST COLLEGE STREET
MURFREESBORO, TENNESSEE 37130
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------- ----------
CAVALRY BANCORP, INC. 1999 STOCK OPTION PLAN
CALVARY BANCORP, INC. 1999 MANAGEMENT RECOGNITION PLAN
(Full title of the plans)
ED C. LOUGHRY, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CAVALRY BANCORP, INC.
114 WEST COLLEGE STREET
MURFREESBORO, TENNESSEE
(Name and address of agent for service)
(615) 893-1234
(Telephone number, including area code, of agent for service)
Copy to:
BOB F. THOMPSON, ESQ.
BASS, BERRY & SIMS PLC
315 DEADRICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-0002
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed maximum
maximum Aggregate Amount of
Title of securities Amount to offering price offering registration
to be registered be registered per share (1) price (1) fee
- --------------------------------------------------------------------------------
Common Stock,
par value
$0.01 per share 1,055,355 shares $12.4375 $13,125,978 $3,466
================================================================================
(1) The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
-------------------------------------------
The following documents previously filed by Cavalry Bancorp, Inc. (the
"Registrant") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed March 27, 2000; and
(b) The description of the Registrant's Common Stock contained in the
Registrant's Report on Form 8-A filed January 1, 1998.
All documents and reports subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
shares covered hereby have been sold or which deregisters all such shares then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
---------------------------
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
-------------------------------------------
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
---------------------------------------------
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (a) the person acted in good faith; (b) in the
case of conduct in an official capacity with the corporation, he reasonably
believed that the conduct was in the corporation's best interests; (c) in all
other cases, he reasonably believed that his conduct was at least not opposed to
the best interests of the corporation; and (d) in connection with any criminal
proceeding, the person had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the corporation, however,
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the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the director or officer is wholly successful, on the merits or
otherwise, in the defense of any proceeding instigated because of his or her
status as a director or officer of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that the individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) the officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) the officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) the officer or director
breached his duty of care to the corporation.
The Registrant's Charter provides that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by applicable law. The
Registrant's Charter provides further that the Registrant shall advance expenses
to each director and officer of the Registrant to the full extent allowed by the
laws of the state of Tennessee, both as now in effect and as hereafter adopted.
Under the Registrant's Charter, these indemnification and advancement of
expenses provisions are not exclusive of any other right that a director or
officer may have or acquire both as to action in his or her official capacity
and as to action in another capacity.
The Registrant believes that its Charter provisions are necessary to
attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability insurance
policy which provides coverage for its directors and officers. Under this
policy, the insurer agrees to pay, subject to certain exclusions, for any claim
made against a director or officer of the Registrant for a wrongful act by such
director or officer, but only if and to the extent the director or officer
becomes legally obligated to pay the claim.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
--------------------------------------
Not applicable
ITEM 8. EXHIBITS
--------
(See Exhibit Index page 6)
ITEM 9. 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 1933, as amended (the "Securities Act");
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(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 hereof) 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 the 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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs 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 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 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 of 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, as amended, 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 Murfreesboro, State of Tennessee, on the 19th day of
April, 2000.
CALVARY BANCORP, INC.
By:/s/Ed C. Loughry, Jr.
---------------------------
Ed C. Loughry, Jr.,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Ed C. Loughry, Jr. and Hillard C. "Bud" Gardner
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her 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
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
--------- ----- ----
/s/Ed C. Loughry, Jr. Chief Executive Officer, April 13, 2000
- --------------------------- Chairman of the Board
Ed C. Loughry, Jr. (Principal Executive Officer)
/s/Hillard C. "Bud" Gardner Senior Vice President and April 17, 2000
- --------------------------- Chief Financial Officer
Hillard C. "Bud" Gardner (Principal Financial and
Accounting Officer)
/s/Gary Brown Vice Chairman of the Board April 20, 2000
- ---------------------------
Gary Brown
/s/Ronald F. Knight Director, President April 18, 2000
- --------------------------- and Chief Operating Officer
Ronald F. Knight
/s/Frank E. Crosslin Director April 13, 2000
- ----------------------------
Frank E. Crosslin, Jr.
/s/Tim J. Durham Director April 13, 2000
- ---------------------------
Tim J. Durham
/s/Ed Elam Director April 13, 2000
- ---------------------------
Ed Elam
/s/James C. Cope Director April 13, 2000
- ---------------------------
James C. Cope
/s/Terry G. Haynes Director April 13, 2000
- ---------------------------
Terry G. Haynes
/s/William H. Huddleston, IV Director April 13, 2000
- ----------------------------
William H. Huddleston, IV
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
- ---- ---------------------
4.1 Cavalry Bancorp, Inc. 1999 Stock Option Plan *
4.2 Calvary Bancorp, Inc. 1999 Management Recognition Plan *
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Rayburn, Betts & Bates, P.C.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (see signature pages)
* Incorporated herein by reference to the Registrant's Annual Meeting Proxy
Statement dated March 15, 1999, as filed with the Securities and Exchange
Commission on March 15, 1999.
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Exhibit 5
Opinion of Bass Berry & Sims PLC
<PAGE>
BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-0002
(615) 742-6200
KNOXVILLE OFFICE: MEMPHIS OFFICE:
1700 RIVERVIEW TOWER THE TOWER AT PEABODY PLACE
KNOXVILLE, TN 37901-1509 100 PEABODY PLACE, SUITE 950
(865) 521-6200 MEMPHIS, TN 38103
(901) 543-5900
April 20, 2000
Cavalry Bancorp, Inc.
114 West College Street
Murfreesboro, Tennessee 37130
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a registration statement
on Form S-8 (the "Registration Statement") relating to the Cavalry Bancorp, Inc.
1999 Stock Option Plan and the Calvary Bancorp, Inc. 1999 Management Recognition
Plan (the "Plans"), filed by you with the Securities and Exchange Commission
covering 1,055,355 shares of the Company's common stock, par value $.01 per
share (the "Shares"), issuable pursuant to the Plans. In so acting, we have
examined and relied upon such records, documents and other instruments as in our
judgment are necessary or appropriate in order to express the opinion
hereinafter set forth and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as certified or
photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
-------------------------------
2096010.1
<PAGE>
Exhibit 23.1
Consent of Rayburn, Betts & Bates, P.C.
<PAGE>
RAYBURN, BETTS & BATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
SUITE 4=0
1110 WEST END AVENUE
NASHVILLE, TENNESSEE 37203
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cavalry Bancorp, Inc. on Form S-8, of our report dated January 18, 2000,
appearing in (and incorporated by reference in) the Annual Report on Form 10-K
for the year ended December 31, 1999.
/s/Rayburn, Betts & Bates, P.C.
-------------------------------------
Rayburn, Betts & Bates, P.C.
Nashville, Tennessee
April 18, 2000
<PAGE>
Exhibit 23.2
Consent of Bass, Berry & Sims, PLC (see Exhibit 5)
<PAGE>
Exhibit 24
Power of Attorney (see signature page)
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