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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Tennessee | 62-1222567 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employee Identification Number) |
Greeneville, Tennessee 37743-4992
(423) 639-5111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chairman and Chief Executive Officer
Green Bankshares, Inc.
100 North Main Street
Greeneville, Tennessee 37743-4992
(423) 639-5111
(Name, address, including zip code, and telephone number including area code, of agent for service)
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200
Large accelerated filero | Accelerated filerþ | |
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller Reporting Companyo |
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | Amount of | ||||||||||||||||||||
Title of Shares to | Amount to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
be Registered | Registered | Per Unit (1) | Offering Price(1) | Fee | ||||||||||||||||||
Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value | 72,278 | $ | 1,000 | $ | 72,278,000 | $ | 2,840.53 | |||||||||||||||
Warrant to Purchase Common Stock, and underlying shares of Common Stock, $2.00 par value | 635,504 | (2) | $ | 17.06 | $ | 10,841,698.24 | (3) | $ | 426.08 | |||||||||||||
Total: | $ | 83,119,698.24 | $ | 3,266.61 | ||||||||||||||||||
(1) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a). | |
(2) | In addition to the Series A Preferred Stock, there are being registered hereunder (a) a warrant for the purchase of up to 635,504 shares of common stock with an initial per share exercise price of $17.06 per share, (b) the 635,504 shares of common stock issuable upon exercise of such warrant and (c) such additional number of shares of common stock, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain anti-dilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to Rule 416. | |
(3) | Calculated in accordance with Rule 457(i) with respect to the per share exercise price of the warrant of $17.06. |
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The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders named in this prospectus may sell any of the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and we and the selling shareholders named in this prospectus are not soliciting offers to buy the securities described herein in any jurisdiction where the offer or sale is not permitted.
Liquidation Preference Amount $1,000 Per Share
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Nine months ended | Years ended December 31, | |||||||||||
September 30, 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||
Excluding interest on deposits | 2.10x | 2.87x | 4.70x | 5.64x | 5.98x | 5.88x | ||||||
Including interest on deposits | 1.26x | 1.47x | 1.76x | 1.80x | 2.20x | 2.01x |
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• | Maintaining loan quality; | ||
• | Maintaining adequate management personnel and information systems to oversee such growth; and, | ||
• | Maintaining adequate control and compliance functions. |
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• | the time and costs associated with identifying and evaluating potential acquisitions and merger partners; | ||
• | inaccuracies in the estimates and judgments used to evaluate credit, operations, management and market risks with respect to the target institution; | ||
• | the time and costs of evaluating new markets, hiring experienced local management and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion; | ||
• | our ability to finance an acquisition and possible dilution to our existing shareholders; | ||
• | the diversion of our management’s attention to the negotiation of a transaction, and the integration of the operations and personnel of the combining businesses; | ||
• | entry into new markets where we lack experience; | ||
• | the introduction of new products and services into our business; | ||
• | the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations; and | ||
• | the risk of loss of key employees and customers. |
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Series A preferred shareholders.
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• | senior to our common stock and all other equity securities designated as ranking junior to the Series A preferred stock; and | ||
• | at least equally with all other equity securities designated as ranking on parity with the Series A preferred stock as to payment of dividends or the amounts to be paid upon liquidation, as applicable. |
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• | no dividend whatsoever may be paid or declared on our common stock or other junior stock or other equity securities designated as rankingpari passuwith the Series A preferred stock as to payment of dividends, other than, in the case of shares rankingpari passuwith the Series A preferred stock, dividends paid on a pro rata basis with the shares of Series A preferred stock and in the case of common stock and shares rankingpari passuwith the Series A preferred stock, dividends payable solely in shares of common stock; | ||
• | no common stock or other junior stock orpari passuwith the Series A preferred stock may be purchased, redeemed or otherwise acquired for consideration by us. |
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• | as consideration for or to fund the acquisition of businesses and/or related assets; | ||
• | in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by our board of directors; | ||
• | in connection with public or broadly marketed offerings and sales of common stock or convertible securities for cash conducted by our or our affiliates pursuant to registration under the Securities Act or Rule 144A thereunder on a basis consistent with capital-raising transactions by comparable financial institutions; and | ||
• | in connection with the exercise of preemptive rights on terms existing as of December 23, 2008. |
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(i) | an undertaking is delivered to us, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal, that such indemnitee is not entitled to be indemnified for such expenses; | ||
(ii) | delivery to us by the indemnitee of a written affirmation by the indemnitee (a) of his good faith belief that he has conducted himself in good faith, (b) that he reasonably believed, in the case of his official capacity with us, that his conduct was in our best interest, (c) that he reasonably believed, in all other cases, that his conduct was at least not opposed to our best interest, and (d) that, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; and | ||
(iii) | a determination is made that the facts then known to those making the determination would not preclude indemnification under Tennessee law. |
• | a breach of the director’s duty of loyalty to us or our shareholders; | ||
• | an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; or | ||
• | any payment of a dividend or approval of a stock repurchase that is illegal under the TBCA. |
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Nine months ended | Years ended December 31, | |||||||||||
September 30, 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||
Excluding interest on deposits | 2.10x | 2.87x | 4.70x | 5.64x | 5.98x | 5.88x | ||||||
Including interest on deposits | 1.26x | 1.47x | 1.76x | 1.80x | 2.20x | 2.01x |
• | 72,278 shares of Series A preferred stock, representing beneficial ownership of 100% of the shares of Series A preferred stock outstanding on the date of this prospectus; | ||
• | a warrant to purchase 635,504 shares of our common stock; and | ||
• | 635,504 shares of our common stock issuable upon exercise of the warrant, which shares, if issued, would represent ownership of approximately 4.6% of our common stock outstanding as of December 31, 2008. |
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• | on any national securities exchange or quotation service on which the preferred stock or the common stock may be listed or quoted at the time of sale, including, as of the date of this prospectus, the NASDAQ Global Select Market in the case of the common stock; | ||
• | in the over-the-counter market; | ||
• | in transactions otherwise than on these exchanges or services or in the over-the-counter market; or | ||
• | through the writing of options, whether the options are listed on an options exchange or otherwise. |
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• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007; | ||
• | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008; June 30, 2008; and September 30, 2008; | ||
• | Our Current Reports on Form 8-K dated January 7, 2008, January 9, 2008, January 18, 2008, January 23, 2008, January 29, 2009, February 29, 2008, April 22, 2008, July 18, 2008, September 4, 2008, October 24, 2008, November 26, 2008, December 2, 2008, December 23, 2008, December 31, 2008 and January 6, 2009; and | ||
• | The description of our common stock, par value $2.00 per share, contained in our Current Report on Form 8-K12G3/A filed with the Securities and Exchange Commission and dated January 22, 2009, including all amendments and reports filed for purposes of updating such description. |
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100 North Main Street
Greeneville, Tennessee 37743-4992
Attention: Investor Relations
Telephone: (423) 639-5111
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Liquidation Preference Amount $1,000 Per Share
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INFORMATION NOT REQUIRED IN PROSPECTUS
Securities and Exchange Commission Fee | $ | 3,267 | ||
Legal Fees and Expenses | $ | 10,000 | ||
Accounting Fees and Expenses | $ | 5,500 | ||
Miscellaneous | $ | 10,000 | ||
Total | $ | 28,767 | ||
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Exhibit | ||
Number | Description | |
3.1 | Amended and Restated Charter of Green Bankshares, Inc. (Restated for SEC filing purposes only) (1) | |
3.2 | Amended and Restated Bylaws of Green Bankshares, Inc. (Restated for SEC filing purposes only) (2) | |
4.1 | Specimen of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3) | |
4.2 | Warrant, dated December 23, 2008, to purchase up to 635,504 shares of Common Stock (3) | |
4.3 | Specimen of Common Stock Certificate (4) | |
4.4 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of Common Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series A | |
5.1 | Opinion of Bass, Berry & Sims PLC as to the legality of the securities to be registered (filed herewith) | |
12.1 | Statement of Earnings to Fixed Charges (filed herewith) | |
23.1 | Consent of Dixon Hughes PLLC (filed herewith) | |
23.2 | Consent of Bass, Berry & Sims PLC, (included in Exhibit 5 filed herewith) | |
24.1 | Power of Attorney (See page II-5 of this Registration Statement) |
(1) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K12G3/A filed on January 22, 2009. | ||
(2) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K filed on November 20, 2007. | ||
(3) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2008. | ||
(4) | Registrant hereby incorporates be reference to Registrant’s Registration Statement on Form S-3, as amended (File No. 333-127120). |
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GREEN BANKSHARES, INC. | ||||
By: | /s/ R. Stan Puckett | |||
R. Stan Puckett Chairman of the Board and Chief Executive Officer |
Signature | Title | Date | ||
/s/ R. Stan Puckett | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | January 22, 2009 | ||
/s/ Kenneth R. Vaught | President, Chief Operating Officer and Director | January 22, 2009 | ||
/s/ James E. Adams | Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) | January 22, 2009 | ||
/s/ Ronald E. Mayberry | Director | January 22, 2009 | ||
/s/ Martha Bachman | Director | January 22, 2009 | ||
/s/ Bruce Campbell | Director | January 22, 2009 |
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/s/ W.T. Daniels | Director | January 22, 2009 | ||
/s/ Robert K. Leonard | Director | January 22, 2009 | ||
/s/ Samuel E. Lynch | Director | January 22, 2009 | ||
/s/ John Tolsma | Director | January 22, 2009 | ||
/s/ Charles H. Whitfield, Jr. | Director | January 22, 2009 |
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Exhibit | ||
Number | Description | |
| ||
3.1 | Amended and Restated Charter of Green Bankshares, Inc. (Restated for SEC filing purposes only)(1) | |
3.4 | Amended and Restated Bylaws of Green Bankshares, Inc. (Restated for SEC filing purposes only)(2) | |
4.1 | Specimen of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A (3) | |
4.2 | Warrant, dated December 23, 2008, to purchase up to 635,504 shares of Common Stock (3) | |
4.3 | Specimen of Common Stock Certificate (4) | |
4.4 | See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of Common Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series A | |
5.1 | Opinion of Bass, Berry & Sims PLC as to the legality of the securities to be registered (filed herewith) | |
12.1 | Statement of Earnings to Fixed Charges (filed herewith) | |
23.1 | Consent of Dixon Hughes PLLC (filed herewith) | |
23.2 | Consent of Bass, Berry & Sims PLC, (included in Exhibit 5 filed herewith) | |
24.1 | Power of Attorney (See page II-5 of this Registration Statement) |
(1) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K12G3/A filed on January 22, 2009. | |
(2) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K filed on November 20, 2007. | |
(3) | Registrant hereby incorporates by reference to the Registrant’s Current Report on Form 8-K filed on December 23, 2008. | |
(4) | Registrant hereby incorporates be reference to Registrant’s Registration Statement on Form S-3, as amended (File No. 333-127120). |
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