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As filed with the Securities and Exchange Commission on July 27, 2000.
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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COMMUNITY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1626938
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification number)
401 Church Street
Nashville, Tennessee 37219-2213
(615) 271-2000
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
COMMUNITY FINANCIAL GROUP, INC.
ASSOCIATES' STOCK PURCHASE PLAN
(Full title of the plan)
J. Hunter Atkins, President
And Chief Executive Officer
COMMUNITY FINANCIAL GROUP, INC.
401 CHURCH STREET
NASHVILLE, TENNESSEE 37219-2213
(615) 271-2000
(615) 271-2149 (Facsimile)
Copies of Communications To:
J. Franklin McCreary, Esq.
GERRISH & MCCREARY, P.C.
Washington Square
222 Second Avenue North - Suite 424
Nashville, Tennessee 37201
(615) 251-0900
(615) 251-0975 (Facsimile)
(Name, address, including zip code and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Title of Securities to be Amount to be Maximum Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share(2) Price(2) Registration Fee
<S> <C> <C> <C> <C>
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Common Stock, 100,000 $12.6875 $1,268,750 $334.96
($6.00 par value)
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(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options for Common Stock, or pursuant to the antidilution provisions
of the Plan. This Registration Statement covers, pursuant to Rule 416(a), any
increases in the number of shares offered under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions. 2
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h), based upon the average of the high and low prices reported
on July 24, 2000, as reported on the Nasdaq Stock Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Securities and
Exchange Commission by Community Financial Group, Inc. (the "Company") and are
incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i),
(k) or (l) of Regulation S-K of the Securities and Exchange
Commission shall not be deemed to be incorporated herein and is
not a part of the Registration Statement.
2. The description of the Common Stock of the Company contained in
the Company's Registration Statement No. 333-24309 on Form S-2
filed with the Commission on April 1, 1997.
3. All reports filed by the Company pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the financial statements in the Annual
Report on Form 10-K referred to in paragraph 1 above.
4. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to 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
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the
filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing
hereof shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document
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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 in any other subsequently filed
document which also is 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Tennessee law provides that a corporation's charter may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (A) for any breach of the directory's duty of
loyalty to the corporation or its shareholders; (B) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; or (C) under ss. 48-18-304, Tennessee Code Annotated, for unlawful
distributions.
The By-Laws of the Company contain the following liability and
indemnification provisions:
LIABILITY OF OFFICERS AND DIRECTORS. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith, if such person exercised or used the same degree of care and skill
as a prudent man would have exercised or used in the circumstances in the
conduct of his own affairs.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify to the fullest extent permitted by law, any and all persons who may
serve or who have served at any time as directors or officers, or who, at the
request of the Board of Directors of the Corporation, may serve or, at any time
have served, as directors or officers of another corporation in which the
Corporation, at such time, owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the Corporation, or of such other corporation, except in
relationship to matters as to which any such
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director or officer or former director or officer or person shall be adjudged in
any action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty. Such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, by-law,
agreement, vote of shareholders or otherwise.
The Charter of the Company contains the following liability and
indemnification provisions:
(a) To the fullest extent that the law of the State of Tennessee, as
it exists on the date hereof or as it may hereafter be amended,
permits the limitation or elimination of the liability of
directors, no director of the Corporation shall be personally
liable to the Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director.
(b) The Corporation shall have the power to indemnify any director,
officer, employee, agent of the Corporation or any other person
who is serving at the request of the Corporation in any such
capacity with another corporation, partnership, joint venture,
trust or other enterprises to the fullest extent permitted by the
law of the State of Tennessee as it exists on the date hereof or
as it may hereafter be amended, and any such indemnification may
continue as to any person who has ceased to be a director,
officer, employee or agent and may inure to the benefit of the
heirs, executors and administrators of such a person.
(c) If the Tennessee Business Corporation Act is amended after
approval of the Article to authorize corporate action, further
eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
Tennessee Business Corporation Act, as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The Company 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;
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(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of
1933, each filing of the Company's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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 of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to
the foregoing provisions or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
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liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or
controlling persons of the Company in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with
the securities being registered, the Company 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on July 18, 2000.
COMMUNITY FINANCIAL GROUP, INC.
(Registrant)
By: /s/ J. Hunter Atkins
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J. Hunter Atkins, President and
Chief Executive officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, J. Hunter Atkins
and Mack S. Linebaugh, Jr., and each of them, attorneys-in-fact for the
undersigned, each with the power of substitution, for the undersigned in any and
all capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming that each of the
attorneys-in-fact, 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 on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
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Dated: July 18, 2000 /s/ J. Hunter Atkins
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J. Hunter Atkins, President, Chief Executive
Officer, Director (Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer)
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Dated: July 18, 2000 /s/ Mack S. Linebaugh, Jr.
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Mack S. Linebaugh, Jr., Chairman
Of the Board
Dated: July 18, 2000 /s/ J.B. Baker
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J.B. Baker, Director
Dated: July 18, 2000 /s/ Jo D. Federspiel
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Jo D. Federspiel, Director
Dated: , 2000
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Richard H. Fulton, Director
Dated: July 18, 2000 /s/ Leon Moore
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Leon Moore, Director
Dated: July 18, 2000 /s/ Perry W. Moskovitz
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Perry W. Moskovitz, Director
Dated: July 18, 2000 /s/ C. Norris Nielsen
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C. Norris Nielsen, Director
Dated: July 18, 2000 /s/ David M. Resha
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David M. Resha, Director
Dated: , 2000
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G. Edgar Thornton, Director
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EXHIBIT INDEX
TO REGISTRATION STATEMENT ON FORM S-8
4.1 Articles of Incorporation filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1996, and
Articles of Amendment thereto filed as an exhibit to the Company's
Form S-8 filed July 25, 2000, both of which are incorporated by this
reference.
5.1 Opinion of Gerrish & McCreary, P.C. as to the legality of the
securities being registered (including consent of counsel).*
23.1 Consent of KPMG LLP.*
23.2 Consent of Counsel (included in the opinion of Gerrish & McCreary, P.C.
filed as Exhibit 5.1)*
99.1 Associates' Stock Purchase Plan (as amended and restated May 1, 1996)
filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1996.
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* Filed herewith.
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