As Filed With the Securities and Exchange Commission
on April 27, 2009

Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

PINNACLE FINANCIAL PARTNERS, INC.

(Exact name of registrant as specified in its charter)

Tennessee		62-1812853
(State or other jurisdiction of incorporation		(I.R.S. Employer Identification No.)
or organization)

211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(Address of Principal Executive Offices)

PINNACLE FINANCIAL PARTNERS, INC.
2004 EQUITY INCENTIVE PLAN
(Full title of the plan)

M. Terry Turner
The Commerce Center
Pinnacle Financial Partners, Inc.
211 Commerce Street, Suite 300
Nashville, Tennessee 37201
(615) 744-3700
(Name, Address, and Telephone Number of Registrant’s agent for service)

Copy to:

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Proposed

Proposed

Amount of

Title of securities

Amount to be

maximum offering

maximum aggregate

registration

to be registered

registered(1)

price per share(2)

offering price(2)

fee

Common Stock, $1.00 par value

750,000 shares

$18.16

$13,620,000

$760

(1)		Pursuant to Rule 416(a) under the Securities Act, includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act and is based on the average of the high and low sales prices for the Common Stock on April 23, 2009.

 

 

Registration of Additional Securities

     This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of Common Stock, $1.00 par value, of Pinnacle Financial Partners, Inc., a Tennessee corporation (the “Registrant”), for the Registrant’s 2004 Equity Incentive Plan, as amended.

Incorporation by Reference of Earlier Registration Statements

     The Registration Statements on Form S-8 (Registration Nos. 333-114799, 333-124199, 333-135411 and 333-148251) previously filed by the Registrant with the Securities and Exchange Commission on April 23, 2004, April 20, 2005, June 28, 2006 and December 21, 2007, respectively, are hereby incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1		Opinion of Bass, Berry & Sims PLC.
23.1		Consent of KPMG LLP.
23.2		Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to the Registration Statement).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly 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 this 27^th day of April, 2009.

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints M. Terry Turner and Robert A. McCabe, Jr. and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Robert A. McCabe, Jr.   Robert A. McCabe, Jr.		Chairman and Director		April 27, 2009
/s/ M. Terry Turner   M. Terry Turner		President, Chief Executive Officer and Director (Principal Executive Officer)		April 27, 2009
/s/ Harold R. Carpenter   Harold R. Carpenter		Chief Financial Officer (Principal Financial and Accounting Officer)		April 27, 2009
/s/ Sue G. Atkinson   Sue G. Atkinson		Director		April 27, 2009
/s/ H. Gordon Bone   H. Gordon Bone		Director		April 27, 2009
/s/ Gregory L. Burns   Gregory L. Burns		Director		April 27, 2009
/s/ Colleen Conway-Welch   Colleen Conway-Welch		Director		April 27, 2009
/s/ James C. Cope   James C. Cope		Director		April 27, 2009

Signature		Title		Date
/s/ William H. Huddleston, IV   William H. Huddleston, IV		Director		April 27, 2009
Clay T. Jackson		Director
/s/ Ed C. Loughry, Jr.   Ed C. Loughry, Jr.		Director		April 27, 2009
/s/ David Major   David Major		Director		April 27, 2009
/s/ Hal N. Pennington   Hal N. Pennington		Director		April 27, 2009
/s/ Dale W. Polley   Dale W. Polley		Director		April 27, 2009
Wayne J. Riley		Director
/s/ Gary Scott   Gary Scott		Director		April 27, 2009
/s/ Reese L. Smith, III   Reese L. Smith, III		Director		April 27, 2009

EXHIBIT INDEX

5.1		Opinion of Bass, Berry & Sims PLC.
23.1		Consent of KPMG LLP.
23.2		Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to the Registration Statement).