UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-K/A

 

(Amendment No. 1)

 

(Mark One)

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the fiscal year ended December 31, 2007

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                    .

 

Commission file number 000-51281

 

Tennessee Commerce Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Tennessee

 

62-1815881

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

 

 

381 Mallory Station Road, Suite 207, Franklin,
Tennessee

 

37067

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (615) 599-2274

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.50 par value per share

 

NASDAQ Global Market

(Title of each class)

 

(Name of each exchange of

 

 

which registered)

 

Securities registered pursuant to Section 12(g) of the Act:

 

 

(Title of each class)

 

Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   o  No   x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   o   No   x

 

Indicate by check mark whether registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

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   o

 

Accelerated filer   x

 

Non-accelerated filer   o

 

Smaller reporting company   o

 

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   o   No   x

 

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant at June 30, 2007 was $96.5 million, based upon the average sale price on that date.

 

As of March 14, 2008, there were 4,731,696 shares of the registrant’s common stock outstanding.

 

Documents Incorporated by Reference:

 

Part III information is incorporated herein by reference, pursuant to Instruction G of Form 10-K, to registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of shareholders to be held on June 25, 2008, which will be filed with the Commission no later than April 29, 2008 (the Proxy Statement). Certain Part II information required by Form 10-K is incorporated by reference to the registrant’s Annual Report to Shareholders, but the Annual Report to Shareholders shall not be deemed filed with the Commission.

 

 

 



 

EXPLANATORY NOTE

 

This amendment (“Amendment”) to the annual report of Tennessee Commerce Bancorp, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on April 18, 2008 (the “Original Filing”), is being filed solely to include the signature of the Company’s principal financial and accounting officer that was inadvertently omitted from the signature page of the Original Filing. In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.  Except as described above, all other information included in the Original Filing remains unchanged.

 

2



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TENNESSEE COMMERCE BANCORP, INC.

 

 

 

By:

 /s/ Arthur F. Helf

 

 

Arthur F. Helf, Chairman and Chief Executive
Officer (Principal Executive Officer)

 

 

Date:     September 2, 2008

 

 

 

 

 

By:

 /s/ Lamar Cox

 

 

H. Lamar Cox, Chief Administrative Officer and
Acting Chief Financial Officer (Principal
Financial and Accounting Officer)

 

 

Date:     September 2, 2008

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in their capacities as directors.

 

By:

 /s/ Lamar Cox

 

By:

 

 

H. Lamar Cox

 

 

Paul W. Dierksen

Date:

September 2, 2008

 

Date:

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

By:

 /s/ Arthur F. Helf

 

Dennis L. Grimaud

 

 

Arthur F. Helf

Date:

 

 

Date:

September 2, 2008

 

 

 

 

 

 

 

 

 

 

By:

 

 

By:

 /s/ Thomas R. Miller

 

William W. McInnes

 

 

Thomas R. Miller

Date:

 

 

Date:

September 2, 2008

 

 

 

 

 

 

 

 

 

 

By:

 /s/ Darrel Reifschneider

 

By:

 /s/ Michael R. Sapp

 

Darrel Reifschneider

 

 

Michael R. Sapp

Date:

September 2, 2008

 

Date:

September 2, 2008

 

 

 

 

 

 

 

 

 

 

By:

 /s/ Paul A. Thomas, M.D.

 

 

 

Dr. Paul A. Thomas

 

 

Date:

September 2, 2008

 

 

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer of Tennessee Commerce Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Acting Chief Financial Officer of Tennessee Commerce Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of Chief Executive Officer of Tennessee Commerce Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of Acting Chief Financial Officer of Tennessee Commerce Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

4


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