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): July 23, 2006
 ,
INC. |
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(Exact
name of registrant as specified in charter)
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Tennessee
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000-31225
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62-1812853
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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211
Commerce Street, Suite 300, Nashville, Tennessee
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37201
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (615)
744-3700
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N/A
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(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):
¨ 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)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01. Other
Events.
On
July
23, 2006, the board of directors of Pinnacle Financial Partners, Inc., a
Tennessee corporation (the "Company") approved the rescission and cancellation
of the 2-for-1 stock split previously announced on July 20, 2006. The Company's
board of directors made this decision after becoming aware of new interpretative
guidance of Statement of Financial Accounting Standards No. 123(R) which
indicated that adjustments to the number of shares and/or the exercise price
of
the Company's outstanding stock options and restricted shares following
reorganizations and recapitalizations, including as a result of stock splits,
would require the recognition of significant compensation expense in certain
circumstances. As a result of this new interpretative guidance, the Company's
board of directors has determined that it is in the best interests of the
Company's shareholders at this time to rescind and cancel the Company's
previously announced stock split effective July 23, 2006.
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.
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PINNACLE
FINANCIAL PARTNERS, INC.
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By:
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/s/ Harold R. Carpenter | |
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Harold
R. Carpenter
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Executive
Vice President and
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Chief
Financial Officer
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Date: July
24,
2006