Securities Registration: Employee Benefit Plan (s-8)
June 19 2020 - 4:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 19, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIMMONS
FIRST NATIONAL CORPORATION
(Exact name of
registrant as specified in charter)
Arkansas
(State or other jurisdiction of
incorporation or organization)
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71-0407808
(I.R.S. Employer
Identification No.)
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501 Main Street
Pine Bluff,
Arkansas 71601
(870) 541-1000
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
Second Amended
and Restated Simmons First National Corporation 2015 Incentive Plan
(Full title of
the plan)
George A.
Makris, Jr.
Chairman and
Chief Executive Officer
Simmons First National Corporation
501 Main Street
Pine Bluff,
Arkansas 71601
(870) 541-1000
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
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George
A. Makris III
Executive
Vice President,
General
Counsel & Secretary
Simmons
First National Corporation
601
E. 3rd Street, 12th Floor
Little
Rock, Arkansas 72201
(501)
558-3162
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Frank
M. Conner III
Christopher
DeCresce
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, D.C. 20001
(202) 662-6000
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Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
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CALCULATION
OF REGISTRATION FEE
Title
of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price per
share(2)
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Proposed
maximum
aggregate offering
price(2)
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Amount
of
registration fee
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Class
A Common Stock, $0.01 par value per share
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2,800,000
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$16.15
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$45,220,000
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$5,869.56
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover any additional shares of the registrant’s
Common Stock that become issuable in respect of the securities identified in the above
table by reason of any stock dividend, stock split, recapitalization or other similar
transaction.
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(2)
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Estimated
pursuant to Rule 457(c) and (h) under the Securities Act, solely for the purpose of calculating
the amount of the registration fee, based upon the average of the high and low prices
of the registrant’s Common Stock, as reported on The Nasdaq Global Select Market
on June 15, 2020.
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EXPLANATORY
NOTE
This Registration
Statement on Form S-8 (the “Registration Statement”) is filed by Simmons First National Corporation (“Simmons”)
for the purpose of registering additional shares of its shares of Class A common stock, $0.01 par value per share (the “Common
Stock”), under the Second Amended and Restated Simmons First National Corporation 2015 Incentive Plan (the “Incentive
Plan”).
On February 27,
2020 and April 1, 2020, the board of directors of Simmons approved the Incentive Plan, which amends the Simmons First National
Corporation 2015 Incentive Plan, as amended, to increase the number of shares of Common Stock reserved for issuance thereunder
from 4,000,000 to 6,800,000, which was approved by the shareholders of Simmons on April 23, 2020. Of the 6,800,000 shares of Common
Stock currently authorized by the Incentive Plan, (i) 2,000,000 were registered pursuant to Simmons’ Registration Statement
on Form S-8 (File No. 333-206160), which was filed on August 6, 2015, and Post-Effective Amendment No. 1 thereto, which was filed
on October 11, 2019, and (ii) 2,000,000 were registered pursuant to Simmons’ Registration Statement on Form S-8 (File No.
333-234166), which was filed on October 11, 2019 (collectively, the “Original Registration Statements”). Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Original Registration Statements,
including any amendments thereto or filings incorporated therein by reference, are incorporated herein by reference and made part
of this Registration Statement. Any items in the Original Registration Statements not expressly changed hereby shall be as set
forth in the Original Registration Statements.
PART
II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 3.
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Incorporation
of Documents by Reference.
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The following
documents filed by Simmons with the Securities and Exchange Commission are incorporated herein by reference:
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(a)
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Simmons’
Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 27,
2020;
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(b)
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Simmons’
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 7, 2020;
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(c)
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Simmons’
Current Reports on Form 8-K, filed on January 23, 2020 (only with respect to Item 5.02),
February 10, 2020, March 4, 2020, March 5, 2020, April 2, 2020 (as amended on April 7,
2020), April 24, 2020 and April 27, 2020 (only with respect to Item 5.02); and
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(d)
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The
description of Simmons’ common stock contained in Simmons’ prospectus filed
pursuant to Rule 424(b)(5) under the Securities Act on March 23, 2018, set forth under
the heading “Description of Capital Stock,” as updated and amended from time
to time.
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All reports and
other documents subsequently filed by Simmons pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (other than Current Reports on Form 8-K furnished pursuant to Items 2.02 or 7.01 of such form), prior to the
filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation of Simmons First National Corporation, as amended on October 29, 2019 (incorporated
by reference to Exhibit 3.1 to Simmons’ Current Report on Form 8-K filed on November 1, 2019 (File No. 000-06253)).
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3.2
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By-Laws
of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to Simmons’ Registration Statement on
Form S-4 filed on August 30, 2019 (File No. 333-233559)).
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4.1
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Second
Amended and Restated Simmons First National Corporation 2015 Incentive Plan (incorporated by reference to Exhibit 10.1 to
Simmons’ Current Report on Form 8-K/A filed on April 7, 2020 (File No. 000-06253)).
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5.1*
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Opinion of Quattlebaum, Grooms & Tull PLLC.
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15.1*
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Awareness of BKD, LLP regarding unaudited interim financial information.
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23.1*
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Consent of Quattlebaum, Grooms & Tull PLLC (included in Exhibit 5.1).
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23.2*
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Consent of BKD, LLP, Independent Registered Public Accounting Firm.
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24.1*
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Power of Attorney (included on the signature page of this Registration Statement).
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* Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pine Bluff, State of Arkansas, on June 19, 2020.
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SIMMONS FIRST NATIONAL CORPORATION
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By:
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/s/ George A. Makris, Jr.
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George A. Makris, Jr.
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Chairman and Chief Executive Officer
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POWER
OF ATTORNEY
Each person whose
signature appears below appoints George A. Makris, Jr., George Makris III and Robert A. Fehlman, and each of them, any of whom
may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the date indicated.
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Signature
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Title
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Date
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/s/ George
A. Makris, Jr.
George A. Makris, Jr.
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Chairman and Chief Executive Officer
(Principal Executive Officer and Director)
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June 19, 2020
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/s/ Robert
A. Fehlman
Robert A. Fehlman
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Senior Executive Vice President,
Chief Financial Officer,
Chief Operating Officer and Treasurer
(Principal Financial Officer)
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June 19, 2020
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/s/ David W.
Garner
David W. Garner
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Executive Vice President, Executive Director of
Finance and Accounting and
Chief Accounting Officer
(Principal Accounting Officer)
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June 19, 2020
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/s/ Steven
A. Cossé
Steven A. Cossé
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Lead Director
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June 19, 2020
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/s/ Jay D.
Burchfield
Jay D. Burchfield
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Director
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June 19, 2020
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William E. Clark, II
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Director
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June 19, 2020
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/s/ Mark C.
Doramus
Mark C. Doramus
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Director
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June 19, 2020
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/s/ Edward
Drilling
Edward Drilling
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Director
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June 19, 2020
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/s/ Eugene
Hunt
Eugene Hunt
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Director
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June 19, 2020
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/s/ Jerry M.
Hunter
Jerry M. Hunter
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Director
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June 19, 2020
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/s/ Marty D.
Casteel
Marty D. Casteel
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Director
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June 19, 2020
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/s/ Susan S.
Lanigan
Susan S. Lanigan
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Director
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June 19, 2020
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/s/ Tom E.
Purvis
Tom E. Purvis
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Director
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June 19, 2020
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Robert L. Shoptaw
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Director
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June 19, 2020
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/s/ Russell
Teubner
Russell Teubner
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Director
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June 19, 2020
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/s/ W. Scott
McGeorge
W. Scott McGeorge
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Director
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June 19, 2020
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/s/ Malynda
K. West
Malynda K. West
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Director
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June 19, 2020
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