-----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, BfK+kls0Zpn4cmeKSSqXsZjg6lMexM27mxIr91asiIms0iCv70+t7BZIoskRMSy3 HqX3asL6Ss9rl4K5l6SAAw== /in/edgar/work/20000727/0000950144-00-009106/0000950144-00-009106.txt : 20000921 0000950144-00-009106.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-009106 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000727 EFFECTIVENESS DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000852677 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 621626938 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42330 FILM NUMBER: 679766 BUSINESS ADDRESS: STREET 1: 401 CHURCH ST STREET 2: PO BOX 198986 CITY: NASHVILLE STATE: TN ZIP: 37219 BUSINESS PHONE: 6152712025 MAIL ADDRESS: STREET 1: PO BOX 198986 CITY: NASHVILLE STATE: TN ZIP: 37219-8986 S-8 1 s-8.txt COMMUNITY FINANCIAL GROUP,INC. 1 As filed with the Securities and Exchange Commission on July 27, 2000. Registration No. 333-________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- 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
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 - ------------------------------------------------------------------------------------------------------------------------ Common Stock, 100,000 $12.6875 $1,268,750 $334.96 ($6.00 par value) - ------------------------------------------------------------------------------------------------------------------------
- ------------ (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. 2 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 1 3 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 2 4 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; 3 5 (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 4 6 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 ------------------------------- 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. Dated: July 18, 2000 /s/ J. Hunter Atkins -------------------------------------------- J. Hunter Atkins, President, Chief Executive Officer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
5 7 Dated: July 18, 2000 /s/ Mack S. Linebaugh, Jr. -------------------------------------------- Mack S. Linebaugh, Jr., Chairman Of the Board Dated: July 18, 2000 /s/ J.B. Baker -------------------------------------------- J.B. Baker, Director Dated: July 18, 2000 /s/ Jo D. Federspiel -------------------------------------------- Jo D. Federspiel, Director Dated: , 2000 ------- -------------------------------------------- Richard H. Fulton, Director Dated: July 18, 2000 /s/ Leon Moore -------------------------------------------- Leon Moore, Director Dated: July 18, 2000 /s/ Perry W. Moskovitz -------------------------------------------- Perry W. Moskovitz, Director Dated: July 18, 2000 /s/ C. Norris Nielsen -------------------------------------------- C. Norris Nielsen, Director Dated: July 18, 2000 /s/ David M. Resha -------------------------------------------- David M. Resha, Director Dated: , 2000 ------- -------------------------------------------- G. Edgar Thornton, Director
6 8 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. - ---------------------- * Filed herewith. 7 EX-5.1 2 ex5-1.txt OPINION OF GERRISH & MCCREARY,P.C. 1 EXHIBIT 5.1 [LETTERHEAD OF GERRISH & MCCREARY, P.C.] WASHINGTON SQUARE 222 SECOND AVENUE NORTH - SUITE 424 NASHVILLE, TN 37201 TELEPHONE: (615) 251-0900 TELECOPIER: (615) 251-0975 July 25, 2000 Community Financial Group, Inc. 401 Church Street Nashville, TN 37219-2213 Re: Legality of Securities to be Issued Ladies and Gentlemen: We have acted as your counsel in connection with the registration by Community Financial Group, Inc. (the "Company") under the Securities Act of 1933, as amended (the "Act"), of up to 100,000 shares of the Company's Common Stock, $6.00 par value (the "Shares"), to be issued by the Company pursuant to the Associates' Stock Purchase Plan (as amended and restated May 1, 1996) (the "Plan"). The shares will be sold in the manner set forth in the Registration Statement on Form S-8 ("Registration Statement") that is being filed under the Act with respect to the offering of the Shares. In connection with the offering of the shares, we have examined (1) the Company's Charter and amendments filed thereto, (2) the Registration Statement, (3) the Plan, and (4) such other documents as we have deemed necessary to form the opinion expressed below. As to various questions of fact independent established, we have relied upon statements of officers of the Company. Based on this examination, we advise you that, in our opinion, the shares to be issued pursuant to the Plan have been duly authorized and, when issued by the Company in the manner described in the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee and we express no opinion as to the effect of the laws of any other jurisdiction. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference in the prospectus delivered pursuant to Form S-8 to this firm under the caption "Legal Matters" as having passed upon the validity of the shares. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission adopted under the Act. Very truly yours, GERRISH & MCCREARY, P.C. 8 EX-23.1 3 ex23-1.txt CONSENT OF KPMG LLP. 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Community Financial Group, Inc.: We consent to the use of our reports incorporated herein by reference. KPMG LLP Nashville, Tennessee July 19, 2000 9 -----END PRIVACY-ENHANCED MESSAGE-----