<PAGE> 1
As filed with the Securities and Exchange Commission on November 8, 2000
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-182853
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THE COMMERCE CENTER, 211 COMMERCE STREET, SUITE 300, NASHVILLE, TENNESSEE 37201
(Address of principal executive offices and zip code)
PINNACLE FINANCIAL PARTNERS, INC. 401(k) PLAN
(Full Title of the Plan)
M. TERRY TURNER
THE COMMERCE CENTER
211 COMMERCE STREET, SUITE 300
NASHVILLE, TENNESSEE 37201
(615) 744-3700
(Name, address and telephone number of agent for service)
Copy to:
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be Registered to be Registered Price Per Share Offering Price Registration Fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 400,000 $7.13(1) $2,852,000(2) $753
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq OTC Bulletin Board for November 7, 2000.
(2) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) Registrant's 424(b) Registration Statement on Form SB-2 as filed with
the Securities and Exchange Commission on August 18, 2000 (File No.
333-38018);
(2) Registrant's Registration Statement on Form SB-2, as amended (File No.
333-38018);
(3) Registrant's Registration Statement on Form 8-A as filed with the
Securities and Exchange Commission on August 3, 2000 (File No.
000-31225); and
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2, as amended (File No.
333-38018).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's bylaws provide that its directors and officers will be
indemnified against expenses that they actually and reasonably incur if they are
successful on the merits of a claim or proceeding. In addition, the bylaws
provide that the Registrant will advance to its directors and officers
reasonable expenses of any claim or proceeding so long as the director or
officer furnishes the Registrant with (1) a written affirmation of his or her
good faith belief that he or she has met the applicable standard of conduct and
(2) a written statement that he or she will repay any advances if it is
ultimately determined that he or she is not entitled to indemnification.
When a case or dispute is settled or otherwise not ultimately determined on
its merits, the indemnification provisions provide that the Registrant will
indemnify its directors and officers when they meet the applicable standard of
conduct. The applicable standard of conduct is met if the director or officer
acted in a manner he or she in good faith believed to be in or not opposed to
the Registrant's best interests and, in the case of a criminal action or
proceeding, if the insider had no reasonable cause to believe his or her conduct
was unlawful. The Registrant's board of directors, shareholders or independent
legal counsel determines whether the director or officer has met the applicable
standard of conduct in each specific case.
The Registrant's bylaws also provide that the indemnification rights
contained in the bylaws
II-1
<PAGE> 4
do not exclude other indemnification rights to which a director or officer may
be entitled under any bylaw, resolution or agreement, either specifically or in
general terms approved by the affirmative vote of the holders of a majority of
the shares entitled to vote. The Registrant can also provide for greater
indemnification than is provided for in the bylaws if the Registrant chooses to
do so, subject to approval by its shareholders and the limitations provided in
the Registrant's charter as discussed in the subsequent paragraph.
The Registrant's charter eliminates, with exceptions, the potential
personal liability of a director for monetary damages to the Registrant and its
shareholders for breach of a duty as a director. There is, however, no
elimination of liability for:
- a breach of the director's duty of loyalty to the Registrant or its
shareholders;
- an act or omission not in good faith or which involves intentional
misconduct or a knowing violation of law; or
- any payment of a dividend or approval of a stock repurchase that is
illegal under the Tennessee Business Corporation Act.
The Registrant's charter does not eliminate or limit the Registrant's right
or the right of its shareholders to seek injunctive or other equitable relief
not involving monetary damages.
The indemnification provisions of the bylaws specifically provide that the
Registrant may purchase and maintain insurance on behalf of any director or
officer against any liability asserted against and incurred by him or her in his
or her capacity as a director, officer, employee or agent whether or not the
Registrant would have had the power to indemnify against such liability.
The Registrant's bylaws further provide that, under similar limitations and
conditions specified above for its directors and officers, the Registrant is
obligated to provide indemnification for its organizers and may provide
indemnification for its employees and agents.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
II-2
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4.1 Registrant hereby incorporates by reference exhibits 3.1 (the
Registrant's charter), 3.2 (the Registrant's bylaws) and 4.1
(specimen stock certificate of the Registrant's common stock)
of its Registration Statement on Form SB-2, as amended (File
No. 333-38018).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.*
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, dated November 8, 2000.
24.1 Power of Attorney (provided on the signature page to the
Registration Statement).
</TABLE>
----------
* In accordance with Item 8(b) of Form S-8, the Registrant hereby undertakes
that it will submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under Section 401
of the Internal Revenue Code, as amended.
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;
(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. 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 and 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;
II-3
<PAGE> 6
(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 or Form S-8 and 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 undersigned 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, where applicable, 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.
(h) 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 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.
II-4
<PAGE> 7
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 Nashville, State of Tennessee, on this the 31st day
of October, 2000.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
----------------------------------
M. Terry Turner
Chief Executive Officer
KNOW TO ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints M. Terry Turner and Robert A. McCabe, Jr. and
each of them, as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him, in his name, place and
stead, in any and all such capacities, to sign any and all amendments (including
post-effective amendments and any Registration Statement filed pursuant to Rule
462(b) of the Securities Act) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully and to all intents and purposes as might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents 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 below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Sue R. Atkinson Director October 31, 2000
-----------------------------------
Sue R. Atkinson
/s/ Colleen Conway-Welch Director October 31, 2000
-----------------------------------
Colleen Conway-Welch
/s/ Clay T. Jackson Director October 31, 2000
-----------------------------------
Clay T. Jackson
</TABLE>
II-5
<PAGE> 8
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John E. Maupin, Jr. Director October 31, 2000
-----------------------------------
John E. Maupin, Jr.
/s/ Robert A. McCabe, Jr. Chairman of the Board of Directors October 31, 2000
-----------------------------------
Robert A. McCabe, Jr.
/s/ Robert E. McNeilly, Jr. Director October 31, 2000
-----------------------------------
Robert E. McNeilly, Jr.
/s/ Dale W. Polley Director October 31, 2000
-----------------------------------
Dale W. Polley
Executive Vice President, Chief
Administrative
/s/ Hugh M. Queener Officer ** October 31, 2000
-----------------------------------
Hugh M. Queener
/s/ James L. Shaub, II Director October 31, 2000
-----------------------------------
James L. Shaub, II
/s/ Reese L. Smith, III Director October 31, 2000
-----------------------------------
Reese L. Smith, III
President, Chief Executive
/s/ M. Terry Turner Officer, and Director* October 31, 2000
-----------------------------------
M. Terry Turner
</TABLE>
* Principal executive officer.
** Principal financial and accounting officer.
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4.1 Registrant hereby incorporates by reference exhibits 3.1 (the
Registrant's charter), 3.2 (the Registrant's bylaws) and 4.1
(specimen stock certificate of the Registrant's common stock)
of its Registration Statement on Form SB-2, as amended (File
No. 333-38018).
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23.1 Consent of counsel (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, dated November 8, 2000
24.1 Power of Attorney (provided on the signature page to the
Registration Statement)
</TABLE>
