**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, 2010**

 

**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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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 o         |
|-------------------------------------------------|--------|----------------------------------|
| Non-accelerated filer o                    |   | Smaller reporting company x |
| (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, 2010 was $31.75 million, based upon the average sale price on that date.

 

As of March 11, 2011, there were 12,194,884 shares of the registrant’s common stock outstanding.

 

Documents Incorporated by Reference:

**None**

 

 

 

----

 

**Explanatory Note**

 

This Amendment No. 1 to Form 10-K is being filed to correct a typographical error contained on the signature page for the filing of the Registrant’s Form 10-K.  The Registrant is filing this Amendment No. 1 solely for the purpose of filing a corrected signature page.

 

2

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**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/ Michael R. Sapp |
|   | Michael R. Sapp,   Chairman and Chief Executive Officer   (Principal Executive Officer) |
|   |                                                                                    | Date:   April 18, 2011 |
|        |                                                                                         |  |  |

 

 

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 the capacities indicated.

 
| By:    | /s/ H. Lamar Cox                                     |   | By:                                               |                 |
|--------|------------------------------------------------------|--------|---------------------------------------------------|----------------------|
|   | H. Lamar Cox, Chief Operating Officer and   Director |   | Paul W. Dierksen, Director                        |
| Date:  | April 18, 2011                                  | Date:  |                                              |
|   |                                                 |   |                                              |
|   |                                                 |   |                                              |
| By:    | /s/ Dennis L. Grimaud                                |   | By:                                               | /s/ Arthur F. Helf   |
|   | Dennis L. Grimaud, Director                          |   | Arthur F. Helf, Director                          |
| Date:  | April 18, 2011                                  | Date:  | April 18, 2011                               |
|   |                                                 |   |                                              |
|   |                                                 |   |                                              |
| By:    | /s/ William W. McInnes                               |   | By:                                               | /s/ Thomas R. Miller |
|   | William W. McInnes, Director                         |   | Thomas R. Miller, Director                        |
| Date:  | April 18, 2011                                  | Date:  | April 18, 2011                               |
|   |                                                 |   |                                              |
|   |                                                 |   |                                              |
| By:    | /s/ Darrel Reifschneider                             |   | By:                                               | /s/ Michael R. Sapp  |
|   | Darrel Reifschneider, Director                       |   | Michael R. Sapp, Chairman, Chief Executive        |
|   |                                                 |   | Officer and Director                              |
| Date:  | April 18, 2011                                  | Date:  | April 18, 2011                               |
|   |                                                 |   |                                              |
|   |                                                 | By:    | /s/ Frank Perez                                   |
|   |                                                 |   | Frank Perez, Chief Financial Officer   (Principal |
|   |                                                 |   | Financial and Accounting Officer)                 |
|   |                                                 | Date:  | April 18, 2011                               |

 

3

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**EXHIBITS**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                        |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                             |
| 3.1                  |       | Charter of Tennessee Commerce   Bancorp, Inc., as amended(1)                                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 3.2                  |       | Bylaws of Tennessee Commerce   Bancorp, Inc.(2)                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 3.3                  |       | Amendment to Bylaws of Tennessee Commerce   Bancorp, Inc.(3)                                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.1                  |       | Form of Stock Certificate(4)                                                                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.2                  |       | Indenture, dated as of June 20, 2008,   between Tennessee Commerce Bancorp, Inc. and Wilmington Trust Company,   as trustee(5)                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.3                  |       | Amended and Restated Declaration of Trust,   dated as of June 20, 2008, among Tennessee Commerce Bancorp, Inc. ,   as sponsor, Wilmington Trust Company, as institutional and Delaware trustee,   and Arthur F. Helf, H. Lamar Cox and Michael R. Sapp, as administrators(5) |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.4                  |       | Guarantee Agreement, dated as of   June 20, 2008, between Tennessee Commerce Bancorp, Inc. and   Wilmington Trust Company(5)                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.5                  |       | Form of Certificate of Series A   Preferred Stock(6)                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 4.6                  |       | Warrant for Purchase of Shares of Common   Stock, dated December 19, 2008(6)                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.1                 |       | Tennessee Commerce Bancorp, Inc. Stock   Option Plan - Employees(2)(12)                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.2                 |       | Form of Tennessee Commerce   Bancorp, Inc. 1999 Stock Option — Directors(2) (13)                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.3                 |       | Form of Tennessee Commerce   Bancorp, Inc. 1999 Stock Option - Incorporators(2) (13)                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.4                 |       | Form of Tennessee Commerce   Bancorp, Inc. 2003 Stock Option - Directors(2) (13)                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.5                 |       | Tennessee Commerce Bancorp, Inc. 1999   Stock Option Agreement with Arthur F. Helf(2) (13)                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.6                 |       | Tennessee Commerce Bancorp, Inc. 1999   Stock Option Agreement with Michael R. Sapp(2) (13)                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.7                 |       | Tennessee Commerce Bancorp, Inc. 1999   Stock Option Agreement with H. Lamar Cox(2) (13)                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.8                 |       | Amended and Restated Employment Agreement,   dated as of May 19, 2009, between Tennessee Commerce Bank and Michael R.   Sapp(7) (13)                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.9                 |       | Amended and Restated Employment Agreement,   dated as of May 19, 2009, between Tennessee Commerce Bank and H. Lamar   Cox(7) (13)                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.10                |       | Offer of Employment, dated as of   August 5, 2008, between Tennessee Commerce Bancorp, Inc. and Frank   Perez(8) (13)                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.11                |       | Tennessee Commerce Bancorp, Inc. 2007   Equity Plan(9) (13)                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.12                |       | Amendment to the Tennessee Commerce   Bancorp, Inc. 2007 Equity Plan(10)                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.13                |       | Letter Agreement, dated as of   December 19, 2008, between the United States Department of the Treasury   and Tennessee Commerce Bancorp, Inc.(6) (13)                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.14                |       | Form of Split Dollar Agreement, dated   as of May 19, 2009, by and among Tennessee Commerce Bancorp, Inc.,   Tennessee Commerce Bank and each of Arthur F. Helf, Michael R. Sapp and H.   Lamar Cox. (7) (13)                                                      |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.15                |       | Form of Salary Continuation Plan, dated   as of May 19, 2009, by and among Tennessee Commerce Bancorp, Inc.,   Tennessee Commerce Bank and each of Michael R. Sapp and H. Lamar Cox.   (7) (13)                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.16                |       | Form of Consulting and Non-Competition   Agreement, dated as of May 19, 2009, by and among Tennessee Commerce Bancorp, Inc.,   Tennessee Commerce Bank and each of Arthur F. Helf and H. Lamar Cox.   (7) (13)                                                     |
|                 |       |                                                                                                                                                                                                                                                                                   |
| 10.17                |       | Amendment to freeze benefit accruals under   the Salary Continuation Plan, dated as of December 31, 2010, by and   among Tennessee Commerce Bancorp, Inc., Tennessee Commerce Bank and   Michael R. Sapp. (11)(13)                                                           |

 

4

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| 10.18  |   | Supplemental Salary Continuation Plan, dated   as of December 31, 2010, by and among Tennessee Commerce   Bancorp, Inc., Tennessee Commerce Bank and Michael R. Sapp. (11)(13) |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                     |
| 10.19  |   | Tennessee Commerce Bancorp, Inc.   Deferred Compensation Plan (12) (13)                                                                                                             |
|   |   |                                                                                                                                                                                     |
| 21.1   |   | Subsidiaries                                                                                                                                                                             |
|   |   |                                                                                                                                                                                     |
| 23.1   |   | Consent of Independent Registered Public   Accounting Firm*                                                                                                                              |
|   |   |                                                                                                                                                                                     |
| 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 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 Chief Financial Officer of   Tennessee Commerce Bancorp, Inc. pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002**                                   |
|   |   |                                                                                                                                                                                     |
| 99.1   |   | Certification pursuant to Section 111   (b) (4) of the Emergency Economic Stabilization Act of 2008 as   amended by the American Recovery and Reinvestment Act of 2009*   |
|   |   |                                                                                                                                                                                     |
| 99.2   |   | Certification pursuant to Section 111   (b) (4) of the Emergency Economic Stabilization Act of 2008 as   amended by the American Recovery and Reinvestment Act of 2009*   |

 

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| *      |   | Filed with the Annual Report on Form 10-K   dated April 18, 2011                                                                                                                                                                                                                       |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                   |
| **     |   | Filed herewith                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                   |
| (1)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Quarterly Report on Form 10-Q, as filed   with the Securities and Exchange Commission on November 6, 2009 and   incorporated herein by reference.                                           |
|   |   |                                                                                                                                                                                                                                                                                   |
| (2)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Registration Statement on Form 10, as   filed with the Securities and Exchange Commission on April 29, 2005 and   incorporated herein by reference.                                         |
|   |   |                                                                                                                                                                                                                                                                                   |
| (3)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on February 5, 2008 and   incorporated herein by reference.                                              |
|   |   |                                                                                                                                                                                                                                                                                   |
| (4)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Registration Statement on Form S-8, as   filed with the Securities and Exchange Commission on December 31, 2007   (Registration No. 333-148415), and incorporated herein by reference. |
|   |   |                                                                                                                                                                                                                                                                                   |
| (5)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on June 23, 2008 and incorporated   herein by reference.                                                 |
|   |   |                                                                                                                                                                                                                                                                                   |
| (6)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on December 23, 2008 and   incorporated herein by reference.                                             |
|   |   |                                                                                                                                                                                                                                                                                   |
| (7)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on May 26, 2009, and incorporated   herein by reference.                                                 |
|   |   |                                                                                                                                                                                                                                                                                   |
| (8)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on August 5, 2008 and   incorporated herein by reference.                                                |
|   |   |                                                                                                                                                                                                                                                                                   |
| (9)    |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Quarterly Report on Form 10-Q, as filed   with the Securities and Exchange Commission on August 14, 2007 and   incorporated herein by reference.                                            |
|   |   |                                                                                                                                                                                                                                                                                   |
| (10)   |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Quarterly Report on Form 10-Q, as filed   with the Securities and Exchange Commission on August 12, 2010 and   incorporated herein by reference.                                            |
|   |   |                                                                                                                                                                                                                                                                                   |
| (11)   |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Registration Statement on Form 8-k, as   filed with the Securities and Exchange Commission on January 6, 2011 and   incorporated herein by reference.                                       |
|   |   |                                                                                                                                                                                                                                                                                   |
| (12)   |   | Previously filed as an exhibit to Tennessee   Commerce Bancorp, Inc.’s Current Report on Form 8-K, as filed with   the Securities and Exchange Commission on July 26, 2010 and incorporated   herein by reference.                                                 |
|   |   |                                                                                                                                                                                                                                                                                   |
| (13)   |   | Compensatory plans or arrangements                                                                                                                                                                                                                                                     |

 

5

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**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/ Michael R. Sapp |   |
|   | Michael R. Sapp,   Chairman and Chief Executive Officer   (Principal Executive Officer) |   |
|   |                                                                                    | Date:   April 18, 2011 |
|        |                                                                                         |  |  |  |

 

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