As Filed With the Securities and Exchange Commission
on December 21, 2007

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		(I.R.S. Employer Identification No.)
incorporation 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:

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

maximum offering

maximum aggregate

Amount of

Title of securities

Amount to be

price per

offering

registration

to be registered

registered(1)

share(2)

price(2)

fee

Common Stock, $1.00 par value

500,000 shares

$

26.92

$

13,460,000

$

414

 

 

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 and 333-135411) previously filed by the Registrant with the Securities and Exchange Commission on April 23, 2004, April 20, 2005, and June 28, 2006 respectively, are hereby incorporated by reference herein.

Item 8. Exhibits.

4.1		Amended and Restated Charter of Registrant (restated for SEC electronic filing purposes only) (Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2005 and incorporated herein by reference).
4.2		Bylaws of Registrant, as amended (restated for SEC electronic filing purposes only) (Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 22, 2007 and incorporated herein by reference).
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)).
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 21^st day of December, 2007.

     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		December 21, 2007
/s/ M. Terry Turner   M. Terry Turner		President, Chief Executive Officer and Director (Principal Executive Officer)		December 21, 2007
/s/ Harold R. Carpenter   Harold R. Carpenter		Chief Financial Officer (Principal Financial and Accounting Officer)		December 21, 2007
/s/ Sue G. Atkinson   Sue G. Atkinson		Director		December 21, 2007
/s/ Harold Gordon Bone   Harold Gordon Bone		Director		December 21, 2007
/s/ Gregory L. Burns   Gregory L. Burns		Director		December 21, 2007
/s/ Colleen Conway-Welch   Colleen Conway-Welch		Director		December 21, 2007
/s/ James C. Cope   James C. Cope		Director		December 21, 2007
/s/ William H. Huddleston, IV   William H. Huddleston, IV		Director		December 21, 2007

Signature		Title		Date
/s/ Clay T. Jackson   Clay T. Jackson		Director		December 21, 2007
/s/ Ed C. Loughry, Jr.   Ed C. Loughry, Jr.		Director		December 21, 2007
/s/ David Major   David Major		Director		December 21, 2007
Hal N. Pennington		Director
/s/ Dale W. Polley   Dale W. Polley		Director		December 21, 2007
/s/ Gary L. Scott   Gary L. Scott		Director		December 21, 2007
/s/ James L. Shaub, II   James L. Shaub, II		Director		December 21, 2007
Reese L. Smith, III		Director

EXHIBIT INDEX

4.1		Amended and Restated Charter of Registrant (restated for SEC electronic filing purposes only) (Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2005 and incorporated herein by reference).
4.2		Bylaws of Registrant, as amended (restated for SEC electronic filing purposes only) (Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 22, 2007 and incorporated herein by reference).
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)).
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).