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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST MCMINNVILLE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 62-1198119
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
200 EAST MAIN STREET
MCMINNVILLE, TENNESSEE 37110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
NOT APPLICABLE NOT APPLICABLE
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES:
2-90200
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $2.50 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
No Company securities are registered or to be registered on any
exchange. No Company securities are listed or traded on any recognized exchange
or in any public trading market.
The information concerning the Registrant's securities to be registered
pursuant to this Form 10 Registration Statement is incorporated by reference to
Part II, Item 5 of the Corporation's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended
December 31, 1999.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
Exhibit 3(i) First McMinnville Corporation - Charter, as amended.
Exhibit 3(ii) First McMinnville Corporation - Bylaws, as amended.(1)
Exhibit 4.1 First McMinnville Corporation - Charter, as amended.
(See Exhibit 3(i))
Exhibit 4.2 First McMinnville Corporation - Bylaws, as amended.(1)
(See Exhibit 3(ii))
Exhibit 4.3 1997 First McMinnville Corporation Stock Option Plan.(2)
Exhibit 4.4 Shareholders Right Agreement dated June 10, 1997.(2)
Exhibit 10.1 First National Bank of McMinnville 401(k) Retirement Plan.(3)
Exhibit 10.3 Employment Agreement dated the 11th day of June, 1999, between
First McMinnville Corporation and Charles C. Jacobs.(4)
Exhibit 21 Subsidiaries of the Registrant for the year ended
December 31, 1999.(4)
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(1) Incorporated herein by reference to exhibits filed with the
Company's Annual Report on Form 10-KSB under the Exchange Act
for the fiscal year ended December 31, 1994.
(2) Incorporated herein by reference to exhibits filed with the
Company's Annual Report on Form 10-K under the Exchange Act for
the fiscal year ended December 31, 1997.
(3) Incorporated herein by reference to exhibits filed with the
Company's Annual Report on Form 10-K under the Exchange Act for
the fiscal year ended December 31, 1988.
(4) Incorporated herein by reference to exhibits filed with the
Company's Annual Report on Form 10-K under the Exchange Act for
the fiscal year ended December 31, 1999.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIRST MCMINNVILLE CORPORATION
(Registrant)
Date: April 21, 2000 By: /s/ Charles Jacobs
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Charles C. Jacobs, Chairman, President and
Chief Executive Officer
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EXHIBIT 3(i)
FIRST MCMINNVILLE CORPORATION
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT 3(i)/4.1
CHARTER, AS AMENDED
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CHARTER
OF
FIRST MCMINNVILLE CORPORATION
The undersigned natural person, having capacity to contract and acting as
the Incorporator of a corporation under the Tennessee General Corporation Act,
adopts the following Charter for such corporation:
1. The name of the corporation is First McMinnville Corporation.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation in the State of
Tennessee shall be 200 East Main Street, McMinnville, Warren County, Tennessee.
4. The corporation is for profit.
5. The purposes for which the corporation is organized are:
(a) To carry on the business of a bank holding company, as defined in
the Federal Bank Holding Company Act of 1956, as amended, and to
do all acts and things now and hereinafter permitted to be done
by such a company.
(b) To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge, or otherwise dispose of or deal in and with any
and all securities, as such term is hereinafter defined, issued
or created by any corporation, firm, association or other entity,
public or private, whether formed under the laws of the United
States of America or of any state, commonwealth, territory,
dependency, or possession thereof, or of any foreign country, or
of any political subdivision, territory, dependency, possession
or municipality thereof, or issued or created by the United
States of America or any state or commonwealth thereof or any
foreign country, or by any agency, subdivision, territory,
dependency, possession or municipality or any of the foregoing;
and as owner thereof to possess and exercise all the rights,
powers and privileges of ownership, including the right to
execute consents and vote thereon. The term "securities" as used
in this Charter shall mean any and all notes, stocks, treasury
stocks, bonds, debentures, evidence of indebtedness, certificates
of interest or
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participation in any profit-sharing agreement, collateral trust
certificates, preorganization certificates or subscriptions,
transferable shares, investment contracts, voting trust
certificates, certificates of deposit for a security, or, in
general, any interests or instruments commonly known as
"securities" or any and all certificates of interest or
participation in, temporary or interim certificates for, receipts
for, guaranties of, or warranties or rights to subscribe to or
purchase, any of the foregoing.
(c) To make, establish and maintain investments in securities, and to
supervise and manage such investments.
(d) To cause to be organized under the laws of the United States of
America or of any state, commonwealth, territory, dependency or
possession thereof, or of any foreign country or of any political
subdivision, territory, dependency, possession or municipality
thereof, one or more corporations, firms, organizations,
associations or other entities and to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
(e) To acquire by purchase or exchange, or by transfer to, or by
merger or consolidation with, the corporation or any corporation,
firm, organization, association or other entity owned or
controlled, directly or indirectly, by the corporation, or to
otherwise, acquire, the whole or any part of the business, good
will, rights, or other assets of any corporation, firm,
organization, association or other entity; to operate and/or
carry on the business of same, and to undertake or assume in
connection therewith the whole or any part of the liabilities and
obligations thereof; to effect any such acquisition in whole or
in part by delivery of cash or other property, including
securities issued by the corporation, or by any other lawful
means.
(f) To aid by loan, subsidy, guaranty or in any other lawful manner
any corporation, firm, organization, association or other entity
of which any securities are in any manner directly or indirectly
held by the corporation or in which the corporation or any such
corporation, firm, organization, association or entity may be or
become otherwise interested; to guarantee the payment of
dividends of any stock issued by any such corporation, firm,
organization, association or entity; to guarantee with or without
recourse against any such corporation, firm or organization,
association or entity or to assume the payment of the principal
of, or the interest on, any
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obligations issued or incurred by such corporation, firm,
organization, association or entity; to do any and all other acts
and things for the enhancement, protection or preservation of any
securities which are in any manner, directly or indirectly held,
guaranteed or assumed by the corporation, and to do any and all
acts and things designed to accomplish any such purpose.
(g) To borrow money for any business, object or purpose of the
corporation from time to time, without limit as to amount; to
issue any kind of evidence of indebtedness, whether or not in
connection with borrowing money, including evidences of
indebtedness convertible into stock of the corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the corporation,
whether at that time owned or thereafter acquired.
(h) To render service, assistance, counsel and advice to, and to act
in any capacity as representative or agent (whether managing,
operating, financial, purchasing, selling, advertising or
otherwise) of, any corporation, firm, organization, association,
or other entity.
(i) To engage in any lawful business and in connection therewith to
do any lawful act in furtherance of or otherwise necessary or
convenient to such business.
The corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect any or all of the
foregoing purposes, or to further any or all of the foregoing
powers, and the enumeration herein of any specific purpose or
powers shall not be held to limit or restrict in any manner the
exercise by the corporation of the general powers now or
hereafter conferred by the laws of the State of Tennessee upon
corporations formed under the Tennessee General Corporation Act.
6. The maximum number of shares which the corporation shall have the
authority to issue is
(a) One hundred shares of Organizational Common Stock with a par
value of ten dollars ($10.00) per share, which stock shall be
callable by the corporation at any time at the par value thereof
by action of a majority of the board of directors.
(b) Three Hundred Thousand (300,000) shares of Common Stock, with a
par value of Ten Dollars ($10.00) per share.
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7. The corporation will not commence business until consideration of One
Thousand Dollars ($1,000.00) has been received for the issuance of shares.
8. (a) The Board of Directors may take, on written consent without a
meeting, any action which it could take by means of a regularly called and held
meeting, provided that such written consent sets forth the action so taken and
is signed by all of the Directors.
(b) The Board of Directors shall have the power by majority vote of the
Directors present at a meeting at which a quorum is present to adopt, amend, or
repeal any of the By-Laws of the Corporation, but any By-Law adopted by the
Board may be amended or repealed by affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon.
(c) The corporation from time to time may provide either directly, or
indirectly through the purchase of insurance, for the indemnification of
directors, officers, employees and agents of the corporation and of any of is
subsidiaries to the fullest extent permitted by law.
(d) The shareholders of the corporation shall not have preemptive rights.
(e) The Board of Directors shall have authority to issue bonds, debentures,
notes or other obligations of this corporation and to fix all the terms thereof,
including without limitation the convertibility or nonconvertibility thereof.
(f) Any part of the authorized capital stock and any bonds, debentures,
notes or other obligations of the corporation may at any time, to the extent
permitted by law, be issued, optioned or reserved for sale, sold or disposed of
by the corporation pursuant to appropriate action by the Board of Directors, to
such parties and upon such terms as the board shall deem proper.
(g) The corporation shall have the right to purchase its own shares and to
pay dividends and make distributions of property to the extent of unreserved and
unrestricted earned or capital surplus available therefor.
DATED: 1/20/84 /s/ Carol L. Bacon
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Carol L. Bacon, Incorporator
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DESIGNATION OF REGISTERED AGENT
OF
FIRST MCMINNVILLE CORPORATION
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-1201 of the Tennessee General
Corporation Act, the undersigned incorporator of a domestic corporation being
organized under the Act submit the following statement for the purpose of
designating the registered agent for the corporation in the State of Tennessee:
1. The name of the corporation is First McMinnville.
2. The address of the corporation is 200 East Main Street, McMinnville,
Warren County, Tennessee.
3. The name and street address of its registered agent in the State of
Tennessee shall be Robert W. Jones, 200 East Main Street, McMinnville, Warren
County, Tennessee.
Dated: 1-20 , 1984
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FIRST MCMINNVILLE CORPORATION
/s/ Carol L. Bacon
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Carol L. Bacon, Incorporator
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST MCMINNVILLE CORPORATION
Pursuant to the provisions of Section 48-1-303 of the Tennessee General
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:
1. The name of the corporation is First McMinnville Corporation.
2. The amendment adopted is:
Paragraph 6 of the Charter of First McMinnville Corporation is hereby
deleted in its entirety and the following is inserted in lieu thereof:
"6. The maximum number of shares which the corporation shall have the
authority to issue is 600,000 shares of common stock, par value $5.00 per
share."
3. The amendment was duly adopted at a meeting of the shareholders on
September 8, 1987.
4. This amendment will be effective when these articles are filed by the
Secretary of State.
Dated: September 8, 1987.
FIRST MCMINNVILLE CORPORATION
/s/ Robert W. Jones
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President
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST MCMINNVILLE CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:
1. The name of the corporation is First McMinnville Corporation.
2. The text of each amendment adopted is:
The following new section is hereby added to the Charter of the
Corporation:
"9. To the fullest extent permitted by the Tennessee Business Corporation
Act as in effect on the date hereof or as hereafter amended from time
to time, a Director of the Company shall not be liable to the Company
or its Shareholders for monetary damages for breach of fiduciary duty
as a Director. If the Tennessee Business Corporation Act is amended
after approval by the Shareholders of this provision to authorize
corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the
Company shall be eliminated or limited to the fullest extent permitted
by the Tennessee Business Corporation Act, as so amended from time to
time. Any repeal or modification of this Paragraph 9 by the
Shareholders of the Company shall not adversely affect any right or
protection of a Director of the Company existing at the time of such
repeal or modification or with respect to events occurring prior to
such time."
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted on April 11, 1988 by the shareholders.
5. The amendment is to be effective when these articles are filed by the
Secretary of State.
Dated: 2/27/89
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FIRST MCMINNVILLE CORPORATION
By: /s/ Charles Jacobs
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Charles Jacobs
Title: President
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST MCMINNVILLE CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:
1. The name of the corporation is First McMinnville Corporation.
2. The amendment as adopted is:
Paragraph 6 of the Charter of First McMinnville Corporation is hereby
amended by deleting the same in its entirety and substituting therefor the
following:
6. The maximum number of shares which the corporation shall have the
authority to issue is Five Million (5,000,000) shares of common stock,
par value $2.50 per share.
3. The amendment was duly adopted by the Shareholders at a meeting
thereof on April 11, 1994.
4. The corporation is a for-profit corporation.
5. The amendment shall be effective when these Articles are filed with
the Secretary of State.
Dated: April 12, 1995.
FIRST MCMINNVILLE CORPORATION
By: /s/ Charles C. Jacobs
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Charles C. Jacobs
Title: President and CEO
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ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST MCMINNVILLE CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its charter:
1. The name of the corporation is First McMinnville Corporation.
2. The amendment as adopted is:
Paragraph 6 of the Charter of First McMinnville Corporation is hereby
amended to delete the reference to a par value of "$5.00" and to substitute
therefor a par value of "$2.50."
3. The corporation is a for-profit corporation.
4. The amendment was duly adopted by the unanimous vote of the directors of
the Corporation on September 13, 1994 and does not require Shareholder approval.
5. The amendment shall be effective when these Articles are filed with the
Secretary of State.
Dated: March 12, 1995.
FIRST MCMINNVILLE CORPORATION
By: /s/ Charles Jacobs
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Charles C. Jacobs
Title: President and CEO
