-----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, Pt//EYc2RlFmcdSD0DsxSsSYhXjmlk6pjQFMosdq2NldRFwfEEVt1B+qkjozKASF CvO+DTasmGfgJcO8hWRCVw== 0000950123-10-028202.txt : 20100325 0000950123-10-028202.hdr.sgml : 20100325 20100325144728 ACCESSION NUMBER: 0000950123-10-028202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100323 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE FINANCIAL PARTNERS INC CENTRAL INDEX KEY: 0001115055 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 621812853 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31225 FILM NUMBER: 10704326 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157443742 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 8-K 1 g22650e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2010
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
         
Tennessee   000-31225   62-1812853
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
     
150 Third Avenue South, Suite 900, Nashville, Tennessee   37201
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (615) 744-3700
211 Commerce Street, Suite 300, Nashville, Tennessee
 
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On March 25, 2010, Pinnacle Financial Partners, Inc. (the “Company”) filed with the Secretary of State of the State of Tennessee Articles of Amendment to the Company’s Amended and Restated Charter pursuant to which Article 3 and Article 5 have been amended to reflect the Company’s registered office and principal office are now located at 150 Third Avenue South, Suite 900, Nashville, Tennessee, 37201. A copy of the Articles of Amendment to the Company’s Amended and Restated Charter, which were approved by the Company’s board of directors on March 23, 2010, is filed herewith as Exhibit 3.1.

 


 

Item 9.01 Financial Statements and Exhibits.
  (d)   Exhibits
 
  3.1   Articles of Amendment to the Amended and Restated Charter of Pinnacle Financial Partners, Inc.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  PINNACLE FINANCIAL PARTNERS, INC.
 
 
  By:    Harold R. Carpenter    
    Name:   Harold R. Carpenter   
    Title:   Executive Vice President and
Chief Financial Officer 
 
 
Date: March 25, 2010

 


 

EXHIBIT INDEX
         
Exhibit
No.
  Description
3.1      
Articles of Amendment to the Amended and Restated Charter of Pinnacle Financial Partners, Inc.

 

EX-3.1 2 g22650exv3w1.htm EX-3.1 exv3w1
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED CHARTER
OF
PINNACLE FINANCIAL PARTNERS, INC.
(the “Corporation”)
     In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Charter (the “Charter”):
     1. The name of the Corporation is Pinnacle Financial Partners, Inc.
     2. Article 3 of the Charter is amended and restated in its entirety as follows:
“Article 3. Registered Office; Registered Agent. The name and address of the Registered Agent and the Registered Office of the Corporation are: Robert A. McCabe, Jr., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201.”
Article 5 of the Charter is amended and restated in its entirety as follows:
“Article 5. Principal Office. The mailing address of the principal office of the corporation is: 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201.”
     3. Except as amended by these Articles of Amendment, the Charter of the Corporation shall remain in full force and effect.
     4. These Articles of Amendment were duly adopted by the board of directors of the Corporation on March 23, 2010 without shareholder approval as no such approval was required.
     5. These Articles of Amendment to the Charter of the Corporation will be effective as of 12:00 p.m. Central Standard Time on March 25, 2010.
Date: March 25, 2010
         
  PINNACLE FINANCIAL PARTNERS, INC.
 
 
   Harold R. Carpenter  
  Name:   Harold R. Carpenter   
  Title:   Executive Vice President and
Chief Financial Officer 
 
 

 

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