**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C.  20549**

 

**FORM 10-K/A**

** **

**(AmendmentNo. 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 itscharter)

 

| **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’stelephone number, including area code ** (615)599-2274**

 

Securitiesregistered 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)         |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

 

(Title of each class)

 

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

 

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

 

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

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting 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 |   |
|---------------------------------------|--------|---------------------------------|--------|-------------------------------------|--------|-----------------------------------------|--------|

(Donot check if a smaller reporting company)

 

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

 

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

 

Asof March 14, 2008, there were 4,731,696 shares of the registrant’s commonstock outstanding.

 

Documents Incorporated by Reference:

 

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

 

 

 

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**EXPLANATORY NOTE**

 

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

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe 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 theregistrant 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        |   |   |
|        |                                |        |        |                            |  |  |

 

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**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 |

 

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