Attached files
file | filename |
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EX-5 - EX-5 - Tennessee Commerce Bancorp, Inc. | a09-35025_2ex5.htm |
EX-99 - EX-99 - Tennessee Commerce Bancorp, Inc. | a09-35025_2ex99.htm |
EX-10.2 - EX-10.2 - Tennessee Commerce Bancorp, Inc. | a09-35025_2ex10d2.htm |
EX-10.1 - EX-10.1 - Tennessee Commerce Bancorp, Inc. | a09-35025_2ex10d1.htm |
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): December 21, 2009 (December 18, 2009)
TENNESSEE COMMERCE BANCORP, INC.
(Exact name of registrant as specified in charter)
Tennessee |
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00051281 |
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62-1815881 |
(State or other |
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(Commission File |
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(IRS Employer
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381
Mallory Station Road |
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37067 |
(Address of
principal executive |
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(Zip Code) |
Registrants telephone number, including area code (615) 599-2274
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:
o 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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Effective as of December 18, 2009, Tennessee Commerce Bancorp, Inc. (the Company) entered into subscription agreements with non-affiliates of the Company (the Non-Affiliate Subscription Agreements) and subscription agreements with affiliates of the Company (the Affiliate Subscription Agreements) related to the issuance and sale of 903,394 shares of the Companys common stock, par value $0.50 per share (the Common Stock). Pursuant to the Non-Affiliate Subscription Agreements, non-affiliates of the Company agreed to purchase 788,894 shares of Common Stock at a price of $3.63 per share and pursuant to the Affiliate Subscription Agreements, affiliates of the Company agreed to purchase 114,500 shares of Common Stock at a price of $3.65 per share. Each investor was required to purchase a minimum of 2,500 shares of Common Stock and was permitted to purchase no more than 250,000 shares of Common Stock. The Company had the ability to waive these minimum and maximum subscription amounts, however, for any director, officer or employee of the Company who subscribed for shares of Common Stock. The offering closed on December 18, 2009.
The Common Stock was offered without a placement agent, underwriter, broker or dealer. The net proceeds of the offering to the Company were approximately $3.2 million. The Company intends to use the net proceeds from the offering for general corporate purposes.
The Common Stock was offered and sold pursuant to a prospectus dated July 20, 2009, and a prospectus supplement dated December 11, 2009, pursuant to the Companys shelf registration statement on Form S-3 (Registration No. 333-160712) declared effective by the Securities and Exchange Commission on July 27, 2009 (the Registration Statement).
The above description of the material terms of the Non-Affiliate Subscription Agreements and the Affiliate Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the forms of the Non-Affiliate Subscription Agreement and the Affiliate Subscription Agreement that are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On December 21, 2009, the Company issued a press release announcing the completion of the above-described offering, a copy of which is filed as Exhibit 99 to this Current Report on Form 8-K and incorporated herein by reference.
Additionally, the opinion and consent of Waller Lansden Dortch & Davis, LLP as to the validity of the shares of Common Stock offered pursuant to the prospectus supplement dated December 11, 2009 filed as Exhibits 5 and 23 to this Current Report on Form 8-K, respectively, are incorporated by reference into the Registration Statement as exhibits thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description of Exhibit |
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5 |
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Legal Opinion of Waller Lansden Dortch & Davis, LLP |
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10.1 |
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Form of Subscription Agreement for Non-Affiliate Investors |
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10.2 |
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Form of Subscription Agreement for Affiliate Investors |
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23 |
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Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) |
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99 |
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Press release issued December 21, 2009 |
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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TENNESSEE COMMERCE BANCORP, INC. |
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By: |
/s/ Frank Perez |
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Frank Perez |
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Chief Financial Officer |
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Date: December 21, 2009 |
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EXHIBIT INDEX
Exhibit Number |
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Description of Exhibit |
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5 |
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Legal Opinion of Waller Lansden Dortch & Davis, LLP |
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10.1 |
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Form of Subscription Agreement for Non-Affiliate Investors |
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10.2 |
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Form of Subscription Agreement for Affiliate Investors |
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23 |
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Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) |
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99 |
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Press release issued December 21, 2009 |