-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HY+OfGxbvjBE121U4U8h4QSRiLO5hWx53GNtEhF3lHBia/nsTzV/mQKlPnrJ0uwj Clu11NsFhvzFNor4nz9odg== /in/edgar/work/20000818/0000912057-00-038290/0000912057-00-038290.txt : 20000922 0000912057-00-038290.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038290 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000818 EFFECTIVENESS DATE: 20000818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC CENTRAL INDEX KEY: 0001115055 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 62182853 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS462B SEC ACT: SEC FILE NUMBER: 333-38018 FILM NUMBER: 705528 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVENUE STREET 2: SUITE 306 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6152501800 MAIL ADDRESS: STREET 1: 3401 WEST END AVENUE STREET 2: SUITE 306 CITY: NASHVILLE STATE: TN ZIP: 37203 POS462B 1 pos462b.txt POS462B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ PINNACLE FINANCIAL PARTNERS, INC. (Name of Small Business Issuer in its Charter) TENNESSEE 6021 62-182853 (State or other jurisdiction (Primary Standard (I.R.S. Employer of Industrial Identification No.) incorporation or organization) Classification Code Number)
SUITE 306, 3401 WEST END AVENUE, NASHVILLE, TENNESSEE 37203, (615) 250-1800 (Address, and telephone number of principal executive offices) THE COMMERCE CENTER, 211 COMMERCE STREET, NASHVILLE, TENNESSEE 37201 (Address of principal place of business or intended principal place of business) M. TERRY TURNER PINNACLE FINANCIAL PARTNERS, INC. SUITE 306 3401 WEST END AVENUE NASHVILLE, TENNESSEE 37203 (615) 250-1800 (Name, address, and telephone number, of agent for service) -------------------------- COPIES TO: KATHRYN L. KNUDSON, ESQ. RALPH W. DAVIS, ESQ. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP WALLER LANSDEN DORTCH & DAVIS, PLLC 191 PEACHTREE STREET, N.E., 16TH FLOOR NASHVILLE CITY CENTER ATLANTA, GEORGIA 30303 511 UNION STREET, SUITE 2100 (404) 572-6952 NASHVILLE, TENNESSEE 37219-1760 (615) 252-2481
Approximate date of proposed sale to the public: as soon as practicable after this Registration Statement has become effective. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-38018 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE Common stock, $1.00 par value...... 178,500(1) $10.00 $1,785,000 $472(2)
(1) Includes 18,500 shares to cover over-allotments, if any, pursuant to the over-allotment option granted to the underwriters. (2) Included in the registration fee for Registration Statement 333-38018, which was previously paid. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM SB-2, REGISTRATION NO. 333-38018 Pinnacle Financial Partners, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form SB-2 in its entirety the Registration Statement on Form SB-2 (Registration No. 333-38018) declared effective on August 17, 2000 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has 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 August 17, 2000. PINNACLE FINANCIAL PARTNERS, INC. By: /s/ M. TERRY TURNER ----------------------------------------- M. Terry Turner PRESIDENT AND CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SUE R. ATKINSON+ Director ------------------------------------------- August 17, 2000 Sue R. Atkinson /s/ COLLEEN CONWAY-WELCH+ Director ------------------------------------------- August 17, 2000 Colleen Conway-Welch /s/ CLAY T. JACKSON+ Director ------------------------------------------- August 17, 2000 Clay T. Jackson /s/ JOHN E. MAUPIN, JR.+ Director ------------------------------------------- August 17, 2000 John E. Maupin, Jr. /s/ ROBERT A. MCCABE, JR.+ Chairman of the Board of ------------------------------------------- Directors August 17, 2000 Robert A. Mccabe, Jr. /s/ ROBERT E. MCNEILLY, JR.+ Director ------------------------------------------- August 17, 2000 Robert E. Mcneilly, Jr. /s/ DALE W. POLLEY+ Director ------------------------------------------- August 17, 2000 Dale W. Polley /s/ HUGH M. QUEENER Executive Vice President, ------------------------------------------- Chief Administrative Officer August 17, 2000 Hugh M. Queener ** /s/ JAMES L. SHAUB, II+ Director ------------------------------------------- August 17, 2000 James L. Shaub, II
SIGNATURE TITLE DATE --------- ----- ---- /s/ REESE L. SMITH, III+ Director ------------------------------------------- August 17, 2000 Reese L. Smith, III /s/ M. TERRY TURNER President, Chief Executive ------------------------------------------- Officer, and Director* August 17, 2000 M. Terry Turner
- ------------------------ * Principal executive officer. ** Principal financial and accounting officer. + /s/ M. TERRY TURNER -------------------------------------- M. Terry Turner ATTORNEY-IN-FACT
EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 POWELL, GOLDSTEIN, FRAZER & MURPHY LLP 191 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30303 (404) 572-6600 August 17, 2000 Pinnacle Financial Partners, Inc. 3401 West End Avenue, Suite 306 Nashville, Tennessee 37203 RE:REGISTRATION OF 178,500 SHARES OF COMMON STOCK; REGISTRATION STATEMENT ON FORM SB-2 Ladies and Gentlemen: We have acted as counsel to Pinnacle Financial Partners, Inc. (the "Company"), a Tennessee corporation, in connection with the registration under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form SB-2 (the "Registration Statement"), of 178,500 shares (the "Shares") of common stock, $1.00 par value (the "Common Stock"), of the Company. In this capacity, we have examined the Registration Statement and the Company's Registration Statement on Form SB-2 (Registration No. 333-38018) in the form filed by the Company with the Securities and Exchange Commission (the "Commission") on May 30, 2000, as amended on July 12, 2000 and August 15, 2000, and originals or copies, certified or otherwise identified to our satisfaction, of corporate records, agreements, documents and other instruments of the Company relating to the authorization and issuance of the Shares, and such other matters as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In conducting our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. Based upon the foregoing, and in reliance thereon, and subject to the limitations and qualifications set forth herein, we are of the opinion that the Shares, when issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, will be legally and validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus, which is incorporated by reference in the Registration Statement. We further consent to the use of this opinion as an exhibit to applications to securities commissioners of various states of the United States for registration or qualification of the States under the securities or "Blue Sky" laws of such states. Very truly yours, /s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP EX-23.1 3 ex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 19, 2000 (except with respect to the matter discussed in Note 8, as to which the date is August 15, 2000), accompanying the financial statements of Pinnacle Financial Partners, Inc. (a Tennessee corporation, a Company in the development stage and formerly TMP, Inc.) and reference to our Firm under the caption "Experts" included in the Form SB-2 Registration Statement and Prospectus, as amended on July 12, 2000 and August 15, 2000, that is incorporated by reference in this Registration Statement on Form SB-2 filed pursuant to Rule 462(b). /s/ ARTHUR ANDERSEN LLP Nashville, Tennessee August 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----