First Bancshares, Inc. Announces Intention to Delist From NASDAQ
May 17 2012 - 2:00PM
First Bancshares, Inc. ("Company") (FstBksh) (Nasdaq:FBSI), the
holding company for First Home Savings Bank ("Bank"), announced
that it has notified the The Nasdaq Stock Market LLC of its intent
to voluntarily delist its common stock from the NASDAQ Global
Market and to file a Form 25, Notification of Removal from Listing
and/or Registration, with the Securities and Exchange Commission
("SEC") on or about May 29, 2012.
On or after the effective date of delisting, the Company intends
to file a Form 15 with the SEC to voluntarily effect the
deregistration of its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended by the Jumpstart Our
Business Startups Act, commonly referred to as the JOBS Act.
The Company is eligible to deregister by filing a Form 15
because it has fewer than 1,200 holders of record of its common
stock. The Company expects that its obligation to file
periodic reports such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K will be
suspended after the filing of the Form 15.
The decision of the Company's Board of Directors to deregister
and delist its common stock was based on the consideration of
numerous factors, including (1) the disproportionately large costs
of preparing and filing periodic reports with the SEC, (2) the
substantial accounting, audit, legal and other costs and expenses
associated with being a public company, (3) the additional demands
placed on management and Company personnel to comply with reporting
requirements, and (4) the historically low trading volume in the
Company's common stock.
"The decision to deregister from the SEC was driven by a desire
to achieve substantial annual savings by reducing accounting, legal
and administrative costs associated with being an SEC registrant,"
said R. Bradley Weaver, Chairman of the Board and Chief Executive
Officer. "We expect to achieve an estimated $200,000 in annual cost
savings. We anticipate that our stock will trade on the
Over-the-Counter Bulletin Board and we intend to continue to
prepare and publish quarterly and annual financial results via our
website, www.fhsb.com, which will be similar in nature to much of
the financial information currently disclosed in our periodic SEC
reports."
First Bancshares, Inc. is the holding company for First Home
Savings Bank, a FDIC-insured savings bank chartered by the State of
Missouri that conducts business from its home office in Mountain
Grove, Missouri, and ten full service offices in Marshfield, Ava,
Gainesville, Sparta, Springfield, Theodosia, Crane, Galena, Kissee
Mills and Rockaway Beach, Missouri.
The Company and its wholly-owned subsidiaries, First Home
Savings Bank and SCMG, Inc. may from time to time make written or
oral "forward-looking statements," including statements contained
in its filings with the Securities and Exchange Commission, in its
reports to stockholders, and in other communications by the
Company, which are made in good faith by the Company pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements with respect
to the Company's beliefs, expectations, estimates and intentions
that are subject to significant risks and uncertainties, and are
subject to change based on various factors, some of which are
beyond the Company's control. Such statements address the following
subjects: future operating results; customer growth and retention;
loan and other product demand; earnings growth and expectations;
new products and services; credit quality and adequacy of reserves;
results of examinations by our bank regulators, our compliance with
the Company's Order to Cease and Desist and the Bank's Agreement
with the Director of the Division of Finance of the State of
Missouri, technology, and our employees. The following factors,
among others, could cause the Company's financial performance to
differ materially from the expectations, estimates and intentions
expressed in such forward-looking statements: the strength of the
United States economy in general and the strength of the local
economies in which the Company conducts operations; the effects of,
and changes in, trade, monetary, and fiscal policies and laws,
including interest rate policies of the Federal Reserve Board;
inflation, interest rate, market, and monetary fluctuations; the
timely development and acceptance of new products and services of
the Company and the perceived overall value of these products and
services by users; the impact of changes in financial services'
laws and regulations; technological changes; acquisitions; changes
in consumer spending and savings habits; and the success of the
Company at managing and collecting assets of borrowers in default
and managing the risks of the foregoing.
The foregoing list of factors is not exclusive. Additional
discussion of factors affecting the Company's business and
prospects is contained in the Company's periodic filings with the
SEC, including but not limited to the Form 10-K for the year ended
June 30, 2011 and the Form 10-Q for the quarter ended March 31,
2012. The Company does not undertake, and expressly disclaims any
intent or obligation, to update any forward-looking statement,
whether written or oral, that may be made from time to time by or
on behalf of the Company.
CONTACT: R. Bradley Weaver, CEO - (417) 926-5151
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