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Pinnacle Financial Partners Inc – ‘POS EX’ on 8/10/15

On:  Monday, 8/10/15, at 4:42pm ET   ·   Effective:  8/10/15   ·   Accession #:  1115055-15-67   ·   File #:  333-206092

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  As Of                Filer                Filing    For·On·As Docs:Size

 8/10/15  Pinnacle Financial Partners Inc   POS EX      8/10/15    2:85K

Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post-Effective Amendment to Add Exhibits            HTML     33K 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     30K 
                          -- exhibit4_4

POS EX   —   Post-Effective Amendment to Add Exhibits

This is an HTML Document rendered as filed.  [ Alternative Formats ]

As Filed With the Securities and Exchange Commission
on August 10, 2015
Registration No. 333-206092


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
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 or organization)
(I.R.S. Employer Identification No.)
  
     
150 Third Avenue South, Suite 900
Nashville, Tennessee 37201
  
(Address of Principal Executive Offices)
  
 
CAPITALMARK BANK & TRUST STOCK OPTION PLAN
(Full title of the plan)
  
   
M. Terry Turner
Pinnacle Financial Partners, Inc.
150 Third Avenue South, Suite 900
Nashville, Tennessee 37201
(615) 744-3700
  
(Name, Address, and Telephone Number of Registrant's agent for service)
  
   
Copy  to:
  
   
D. Scott Holley, Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
 
  


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 definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer ☒
Accelerated Filer ☐
Non-accelerated Filer  ☐
(do not check if you are a smaller reporting company)
Smaller reporting company☐
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Commission File No. 333-206092) filed by Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Registrant"), on August 5, 2015 with the Securities and Exchange Commission (the "Commission"). The Registrant is filing this Post-Effective Amendment No. 1 pursuant to Rule 462(d) under the Securities Act of 1933, as amended, for the sole purpose of filing a copy of the Amended and Restated CapitalMark Bank & Trust Stock Option Plan, which was listed as Exhibit 4.4 in the Registration Statement, but a copy of which was inadvertently omitted from the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than including a copy of the previously omitted Exhibit 4.4 to the Registration Statement as contained in Item 8 of Part II as set forth below.

PART II

Information Required in the Registration Statement

Item 8.                          Exhibits.

4.1
Amended and Restated Charter of Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, as filed with the Commission on April 27, 2015).

4.2
Bylaws of Registrant, as amended (incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, as filed with the Commission on April 27, 2015).

4.3
Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 in the Registrant's Registration Statement on Form SB-2, as amended (File No. 333-38018)).

4.4**            Amended and Restated CapitalMark Bank & Trust Stock Option Plan.

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.

*            Previously filed.
**            Filed herewith.
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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Nashville, state of Tennessee, on this 10th day of August, 2015.

 
  PINNACLE FINANCIAL PARTNERS, INC.  
       
 
By:
/s/ M. Terry Turner  
    M. Terry Turner  
    Chief Executive Officer  
       
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
  
Title
  
Date
         
 *
  
Chairman and Director
  
August 10, 2015
Robert A. McCabe, Jr.
       
         
/s/ M. Terry Turner
  
President, Chief Executive Officer and Director (Principal Executive Officer)
  
August 10, 2015
M. Terry Turner
        
         
/s/ Harold R. Carpenter
  
Chief Financial Officer (Principal Financial and Accounting Officer)
 
August 10, 2015
Harold R. Carpenter
        
 
  Director
 Sue G. Atkinson
 
 * Director August 10, 2015
 H. Gordon Bone
 
 * Director August 10, 2015
 Charles E. Brock
 
 * Director August 10, 2015
 Renda J. Burkhart
 
 * Director August 10, 2015
 Gregory L. Burns
 
 * Director August 10, 2015
 Colleen Conway-Welch
 
 * Director August 10, 2015
 James C. Cope
 
 * Director August 10, 2015
 Glenda Baskin Glover
 
  Director
 William F. Hagerty
 
  Director
 William H. Huddleston, IV
 
 * Director August 10, 2015
 Ed C. Loughry, Jr.
 
 * Director August 10, 2015
 Gary L. Scott
 
 * Director August 10, 2015
 Reese L. Smith, III
 
 *By: /s/ Harold R. Carpenter
Harold R. Carpenter 
 Attorney in-fact
 August 10, 2015
EXHIBIT INDEX


4.1
Amended and Restated Charter of Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, as filed with the Commission on April 27, 2015).

4.2
Bylaws of Registrant, as amended (incorporated herein by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, as filed with the Commission on April 27, 2015).

4.3
Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 in the Registrant's Registration Statement on Form SB-2, as amended (File No. 333-38018)).

4.4**    Amended and Restated CapitalMark Bank & Trust Stock Option Plan.

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.

*  Previously filed.
**  Filed herewith.
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS EX’ Filing    Date    Other Filings
Filed on / Effective on:8/10/15
8/5/153,  4,  8-K,  S-8
4/27/158-K
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/23  Pinnacle Financial Partners Inc.  10-K       12/31/22  102:49M
 2/28/22  Pinnacle Financial Partners Inc.  10-K       12/31/21   96:22M
 2/26/21  Pinnacle Financial Partners Inc.  10-K       12/31/20  100:26M
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Filing Submission 0001115055-15-000067   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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