a6035739.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
__________________________________
SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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ARKANSAS
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71-0407808
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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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)
__________________________________
J.
THOMAS MAY, CHAIRMAN OF THE BOARD
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
of Communications to:
PATRICK
A. BURROW
QUATTLEBAUM,
GROOMS, TULL & BURROW, PLLC
111
CENTER STREET, SUITE 1900
LITTLE
ROCK, AR 72201
(501)
379-1700
___________________
Approximate
date of commencement of proposed sale to the public:
From time
to time after the effective date of this Registration Statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, check the following
box: £
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or reinvestment plans,
check the following box. T
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. £
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. £
If this
form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. £
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) of the Securities Act, check the
following box. £
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer £
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Accelerated
filer T
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Non-accelerated
filer £
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Smaller
reporting company £
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
price
per
Share(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount
of
Registration
Fee
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Class
A Common Stock, $0.01 par value (3)
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Preferred
Stock, $0.01 par value (3)
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Total
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$ |
175,000,000 |
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$ |
9,765 |
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(1)
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Information
as to each class of security has been omitted pursuant to General
Instruction II.D of Form S-3 under the Securities Act.
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(2)
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Estimated
for the sole purpose of computing the registration fee in accordance with
Rule 457(o) under the Securities Act and exclusive of accrued interest,
distributions and dividends, if any. Subject to Rule 462(b)
under the Securities Act, the aggregate public offering price of all
securities registered hereby will not exceed $175,000,000. Such
amount represents the issue price rather than the principal amount of any
debt securities issued at an original issue discount.
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(3)
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Such
indeterminate principal amount of debt securities, preferred stock or
common stock as may, from time to time, be issued (i) at
indeterminate prices or (ii) without separate consideration upon
conversion, redemption, exercise or exchange of securities registered
hereunder, to the extent any such securities are, by their terms,
convertible into or exchangeable for other securities registered
hereunder, or as shall be issuable pursuant to antidilution
provisions.
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___________________
The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
The
information in this prospectus is not complete and may be changed. The Company
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state or jurisdiction where the offer or sale is not
permitted.
Subject
to Completion
Preliminary
Prospectus dated August 26, 2009
SIMMONS
FIRST NATIONAL CORPORATION
___________________
Class
A Common Stock
Preferred
Stock
___________________
This
prospectus relates to the potential sale from time to time of shares of our
common stock and our preferred stock. We may offer the shares of
common stock or preferred stock from time to time directly or through
underwriters, brokers, dealers or agents in one or more public transitions at
fixed prices, prevailing market prices, at prices related to prevailing market
prices or at negotiated prices. We may offer to sell, from time to
time, shares of common stock and shares of preferred stock for an aggregate
initial offering price of up to $175,000,000. We may offer these
securities separately or together, in separate series or classes and in amounts,
at prices and on terms described in one or more prospectus
supplements. The preferred stock may be convertible into or
exercisable or exchangeable for equity or debt securities of the Company or of
one or more entities.
This
prospectus provides you with a general description of the securities that may be
offered. Each time securities are sold, we will provide one or more
supplements to this prospectus that will contain additional information about
the specific offering and the terms of the securities being
offered. The supplements may also add, update or change information
contained in this prospectus. You should carefully read this
prospectus and any accompanying prospectus supplement before you invest in any
of our securities.
If
securities are sold through underwriters, brokers, dealers or agents, we will be
responsible for any related commissions. We will receive cash
proceeds, less any commissions or underwriting discounts, for the securities
sold pursuant to this prospectus. The registration of the securities
does not necessarily mean that any of the securities will be sold.
___________________
Investing
in our securities involves a high degree of risk. See “Risk Factors”
on page 3 of this prospectus, as well as in supplements to this
prospectus.
Neither
shares of our common stock nor shares of our preferred stock are deposits or
obligations of a bank or savings association and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental
agency.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of our common stock or our preferred stock or determined
if this prospectus or the accompanying prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is August 26, 2009.
TABLE
OF CONTENTS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, which we refer to as the SEC, utilizing
a “shelf” registration process for the delayed offering and sale of securities
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
“Securities Act”). Under the shelf registration process, we may, from
time to time, sell the securities described in this prospectus in one or more
offerings. Additionally, under the shelf process, we may provide a
prospectus supplement that will contain specific information about the terms of
a particular offering. Any such prospectus supplement will be
attached to this prospectus. Such prospectus supplement may also add,
update or change information contained in this prospectus.
This
prospectus does not contain all of the information set forth in the registration
statement, portions of which we have omitted as permitted by SEC rules and
regulations. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily
complete. You should refer to the copy of each contract or document
filed as an exhibit to the registration statement for a complete
description.
You should
read both this prospectus and any prospectus supplement together with additional
information described below under the heading “Where You Can Find More
Information” and “Incorporation of Certain Documents
by Reference.” Information incorporated by reference after the
date of this prospectus may add, update or change information contained in this
prospectus. Any such information that is inconsistent with this
prospectus will supersede the information in this prospectus or any prospectus
supplement.
The
information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this
prospectus is accurate as of any other date.
Unless
otherwise indicated or unless the context requires otherwise, all references in
this prospectus to “Simmons,” the “Company,” “we,” “us,” “our” or similar
references mean Simmons First National Corporation.
This
summary highlights selected information contained elsewhere in this
prospectus. Because it is a summary, it does not contain all of the
information that you should consider before investing in our
securities. You should read the entire prospectus carefully,
including the “Risk Factors” section and the other documents we refer to and
incorporate by reference, in order to understand this offering
fully. In particular, we incorporate important business and financial
information into this prospectus by reference.
We are a
financial holding company headquartered in Pine Bluff, Arkansas. We
currently own and operate eight community banks in Arkansas which conduct their
business through 88 offices, of which 84 are financial centers, located in 47
communities across Arkansas. We also own and operate a trust company
and a registered broker-dealer subsidiary. Our subsidiaries provide
complete banking services to businesses and individuals throughout the market
areas they serve. As of June 30, 2009, we had consolidated assets of
$2.90 billion, consolidated loans of $1.92 billion, consolidated deposits of
$2.32 billion and total equity capital of $292 million.
We are
registering shares of our common stock and shares of our preferred stock which
we may sell from time to time directly or indirectly through underwriters,
brokers, dealers or agents. We will use the proceeds from any sales
for general corporate purposes, including potential acquisitions. We
have filed with the SEC a registration statement on Form S-3 with respect to the
common stock and preferred stock offered under this prospectus.
Our common
stock is traded on the NASDAQ Global Select Market under the symbol
“SFNC.” Our principal executive offices are located at 501 Main
Street, Pine Bluff, Arkansas 71601, and our telephone number is
(870) 541-1000.
Before
making an investment decision, you should carefully consider the risks set forth
under “Risk Factors” in
any applicable prospectus supplement and under the caption “Risk Factors” in our most
recent Annual Report on Form 10-K, and in our update to those risk factors in
our Quarterly Reports on Form 10-Q, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus
and any applicable prospectus supplement. Our business, financial
condition or results of operations could be materially adversely affected by any
of these risks. The trading price of our securities could decline due
to any of these risks, and you may lose all or part of your
investment. In addition, you should also carefully consider the
following risk factors specific to our common stock discussed in this
prospectus.
The
prices of our preferred stock and our common stock may fluctuate significantly,
and this may make it difficult for you to resell the preferred stock and/or
common stock when you want or at prices you find attractive.
There
currently is no market for our preferred stock and we cannot predict how the
preferred stock or our common stock will trade in the future. The
market value of our preferred stock and our common stock will likely continue to
fluctuate in response to a number of factors including the following, most of
which are beyond our control:
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actual
or anticipated quarterly fluctuations in our operating and financial
results;
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developments
related to investigations, proceedings or litigation that involve
us;
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changes
in financial estimates and recommendations by financial
analysts;
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dispositions,
acquisitions and financings;
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actions
of our current stockholders, including sales of common stock by existing
stockholders and our directors and executive
officers;
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fluctuations
in the stock price and operating results of our
competitors;
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regulatory
developments; and
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developments
related to the financial services
industry.
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The market
value of our preferred stock or common stock may also be affected by conditions
affecting the financial markets in general, including price and trading
fluctuations. These conditions may result in (i) volatility in
the level of, and fluctuations in, the market prices of stocks generally and, in
turn, our preferred stock and common stock and (ii) sales of substantial
amounts of our preferred stock or common stock in the market that could be
unrelated or disproportionate to changes in our operating
performance. These broad market fluctuations may adversely affect the
market value of our preferred stock and common stock.
There
may be future sales of additional common stock or preferred stock or other
dilution of our equity, which may adversely affect the market price of our
common stock.
We are not
restricted from issuing additional common stock or preferred stock, including
any securities that are convertible into or exchangeable for, or that represent
the right to receive, common stock or preferred stock or any substantially
similar securities. The market value of our common stock or preferred
stock could decline as a result of sales by us of a large number of shares of
common stock or preferred stock or similar securities in the market or the
perception that such sales could occur.
An
active trading market for our preferred stock may not develop.
Our
preferred stock is not currently listed on any securities exchange and we do not
anticipate listing our preferred stock on an exchange. There can be
no assurance that an active trading market for our preferred stock will develop,
or, if developed, that an active trading market will be
maintained. If an active market is not developed or sustained, the
market value and liquidity of our preferred stock may be adversely
affected.
Preferred
stock sold in this offering may be junior in rights and preferences to any
future preferred stock.
We may
issue preferred stock in the future that is expressly senior to any series of
preferred stock sold in this offering. The terms of any such future
preferred stock may restrict dividend payments on preferred stock sold in this
offering. For example, the terms of any such senior preferred stock
may provide that, unless full dividends for all of our outstanding preferred
stock senior to any series of preferred stock sold in this offering have been
paid for the relevant periods, no dividends will be paid on preferred stock sold
in this offering, and no shares of preferred stock sold in this offering may be
repurchased, redeemed or otherwise acquired by us. This could result
in dividends on preferred stock sold in this offering not being paid when
contemplated. In addition, in the event of our liquidation,
dissolution or winding-up, the terms of senior preferred stock may prohibit us
from making payments on preferred stock sold in this offering until all amounts
due to holders of senior preferred stock in such circumstances are paid in
full.
Holders
of our preferred stock will likely have limited voting rights.
We
anticipate that holders of our preferred stock will have no voting rights except
with respect to certain fundamental changes in the terms of such preferred stock
and except as may be required by regulation or statute.
This
prospectus, and any prospectus supplement, including information included or
incorporated by reference, may contain forward-looking statements for purposes
of the Securities Act of 1933 and the Securities Exchange Act of
1934. Forward-looking statements relate to future events or our
future financial performance and may involve known or unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Simmons to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Forward-looking statements include statements using the
words such as “may,” “will,” “anticipate,” “should,” “would,” “believe,”
“contemplate,” “expect,” “estimate,” “continue,” “intend,” “seeks” or other
similar words and expressions of the future.
These
forward-looking statements involve risks and uncertainties, and may not be
realized due to a variety of factors, including, without limitation: the effects
of future economic conditions, governmental monetary and fiscal policies, as
well as legislative and regulatory changes; the risks of changes in interest
rates on the level and composition of deposits, loan demand, and the values of
loan collateral, securities and interest sensitive assets and liabilities; the
costs of evaluating possible acquisitions and the risks inherent in integrating
acquisitions; the effects of competition from other commercial banks, thrifts,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market and other mutual funds and
other financial institutions operating in Simmons’ market area and elsewhere,
including institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and services by mail,
telephone and the Internet; and, the failure of assumptions underlying the
establishment of reserves for possible loan losses.
Additional
factors that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in “Risk Factors” above, in our
prospectus supplements, and in our reports filed with the SEC. We
believe the expectations reflected in our forward-looking statements are
reasonable, based on information available to us on the date
hereof. However, given the described uncertainties and risks, we
cannot guarantee our future performance or results of operations and you should
not place undue reliance on these forward-looking statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, and all
written or oral forward-looking statements attributable to Simmons are expressly
qualified in their entirety by this section.
Simmons is
a financial holding company registered under the Bank Holding Company Act of
1956. The Company’s application to become a financial holding company
was approved by the Board of Governors of the Federal Reserve System on
March 13, 2000. Simmons is a publicly traded financial holding
company headquartered in Arkansas with consolidated total assets of $2.90
billion, consolidated loans of $1.92 billion, consolidated deposits of $2.32
billion and total equity capital of $292 million as of June 30,
2009. Simmons owns eight community banks in
Arkansas. Simmons and its eight banking subsidiaries conduct their
operations through 88 offices, of which 84 are financial centers, located in 47
communities in Arkansas.
Simmons
First National Bank (the “Bank”) is the Company’s lead bank. The Bank
is a national bank, which has been in operation since 1903. The
Bank’s primary market area, with the exception of its nationally provided credit
card product, is Central and Western Arkansas. At June 30, 2009, the
Bank had total assets of $1.38 billion, total loans of $966 million
and total deposits of $1.13 billion. Simmons First Trust Company
N.A., a wholly owned subsidiary of the Bank, performs the trust and
fiduciary business operations for the Bank as well as the
Company. Simmons First Investment Group, Inc., a wholly owned
subsidiary of the Bank, is a broker-dealer registered with the Securities and
Exchange Commission and a member of the National Association of Securities
Dealers and performs the broker-dealer operations of the Bank.
Simmons
First Bank of Jonesboro (“Simmons/Jonesboro”) is a state bank, which was
acquired in 1984. Simmons/Jonesboro’s primary market area is
Northeast Arkansas. At June 30, 2009, Simmons/Jonesboro had total
assets of $308 million, total loans of $252 million and total deposits of $259
million.
Simmons
First Bank of South Arkansas (“Simmons/South”) is a state bank, which was
acquired in 1984. Simmons/South’s primary market area is Southeast
Arkansas. At June 30, 2009, Simmons/South had total assets of $160
million, total loans of $92 million and total deposits of $135
million.
Simmons
First Bank of Northwest Arkansas (“Simmons/Northwest”) is a state bank, which
was acquired in 1995. Simmons/Northwest’s primary market area is
Northwest Arkansas. At June 30, 2009, Simmons/Northwest had total
assets of $286 million, total loans of $185 million and total deposits of $232
million.
Simmons
First Bank of Russellville (“Simmons/Russellville”) is a state bank, which was
acquired in 1997. Simmons/Russellville’s primary market area is Russellville,
Arkansas. At June 30, 2009, Simmons/Russellville had total assets of
$203 million, total loans of $111 million and total deposits of $147
million.
Simmons
First Bank of Searcy (“Simmons/Searcy”) is a state bank, which was acquired in
1997. Simmons/Searcy’s primary market area is Searcy,
Arkansas. At June 30, 2009, Simmons/Searcy had total assets of $143
million, total loans of $104 million and total deposits of $108
million.
Simmons
First Bank of El Dorado, N.A. (“Simmons/El Dorado”) is a national bank, which
was acquired in 1999. Simmons/El Dorado’s primary market area is
South Central Arkansas. At June 30, 2009, Simmons/El Dorado had total
assets of $266 million, total loans of $128 million and total deposits of $223
million.
Simmons
First Bank of Hot Springs (“Simmons/Hot Springs”) is a state bank, which was
acquired in 2004. Simmons/Hot Springs’ primary market area is Hot
Springs, Arkansas. At June 30, 2009, Simmons/Hot Springs had total
assets of $170 million, total loans of $80 million and total deposits of $118
million.
Simmons’
subsidiaries provide complete banking services to individuals and businesses
throughout the market areas they serve. Services include consumer
(credit card, student and other consumer), real estate (construction, single
family residential and other commercial) and commercial (commercial, agriculture
and financial institutions) loans, checking, savings and time deposits, trust
and investment management services and securities and investment
services.
The
authorized capital stock of Simmons presently consists of 60,000,000 shares of
Class A common stock and 40,040,000 shares of preferred stock. As of
July 23, 2009, 14,039,211 shares of our Class A common stock were issued and
outstanding and approximately 386,433 shares were issuable upon exercise of
outstanding stock options and approximately 143,992 shares were reserved for
future issuance under our stock option plans. As of August 26, 2009,
no shares of preferred stock were outstanding. The description of our
common stock set forth below is only a summary. The full terms of our
common stock are set forth in Exhibits 3.1, 3.2 and 4.1 to the registration
statement, of which this prospectus is a part, and which are incorporated by
reference herein.
The
authorized but unissued shares of preferred stock are typically referred to as
“blank check” preferred stock. This term refers to preferred stock
for which the rights and restrictions are determined by the board of directors
of a corporation. Under the Company’s Articles of Restatement of the
Articles of Incorporation (the “Articles of Incorporation”), our Board of
Directors has the authority, without any further shareholder vote or action, to
issue shares of preferred stock in one or more series and to fix, determine or
amend the relative rights and preferences of any series so established, within
the limitations set forth by the Arkansas Business Corporation Act, relating to
the powers, designations, rights, preferences and restrictions thereof,
including but not limited to:
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liquidation
preferences; and
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the
number of shares constituting each
series.
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The
existence of blank-check preferred stock could have the effect of making it more
difficult or time consuming for a third party to acquire a majority of our
outstanding voting stock or otherwise effect a change of
control. Within the limits described above, the Board may issue
preferred stock for capital raising transactions, acquisitions, joint ventures
or other corporate purposes that has the effect of making an acquisition of the
Company more difficult or costly, as could also be the case if the Board were to
issue additional common stock for such purposes.
The
following is a summary of the general terms of the common stock and the
preferred stock being registered in the registration statement of which this
prospectus is a part.
Introduction
The
following section describes the material features and rights of our common
stock. The summary does not purport to be exhaustive and is qualified
in its entirety by reference to our Articles of Incorporation and our By-Laws,
each of which is filed as an exhibit to the registration statement of which this
prospectus is a part, and to applicable Arkansas law.
General
The
holders of our common stock have one vote per share on all matters submitted to
a vote of our shareholders. There are no cumulative voting rights for
the election of directors. Holders of common stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of legally available funds, subject to preferences that may be applicable to any
outstanding series of preferred stock. In the event of a liquidation,
dissolution or winding up of the Company, the holders of common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preference of any outstanding preferred
stock. Holders of shares of our common stock have no preemptive,
subscription, redemption, sinking fund or conversion rights.
Dividends
The
holders of our common stock are entitled to receive dividends declared by our
Board of Directors out of funds legally available thereof. Our
ability to pay dividends depends on the amount of dividends paid to us by our
subsidiaries. The payment of dividends is subject to government
regulation, in that regulatory authorities may prohibit banks and financial
holding companies from paying dividends in a manner that would constitute an
unsafe or unsound banking practice. In addition, a bank may not pay
cash dividends if doing so would reduce the amount of its capital below that
necessary to meet minimum regulatory capital requirements. State laws
also limit a bank’s ability to pay dividends. Accordingly, the
dividend restrictions imposed on our subsidiaries by statute or regulation
effectively may limit the amount of dividends we can pay.
Holders of
preferred stock and debt securities, however, have a priority right to
distributions and payment over our common stock. The dividend rights
of holders of our common stock could become subject to the dividend rights of
holders of any outstanding preferred stock that we issue in the
future.
Transfer
Agent
The
transfer agent and registrar for our common stock is Registrar and Transfer
Company.
Antitakeover
Effects of Certain Provisions in our Articles of Incorporation
Our
Articles of Incorporation contain certain provisions that could delay,
discourage or prevent an attempted acquisition or change of control of the
Company. Article ELEVENTH contains a restriction upon the ability of
a stockholder owning more than 10% of the our common stock to acquire any
additional shares except through a cash tender offer at a price not less than
the highest closing price of our common stock during the most recent 24 months,
unless such shareholder is excepted from the application of Article ELEVENTH by
the Board of Directors prior to becoming a 10% shareholder.
Further,
Article ELEVENTH requires the approval of shareholders owning at least 80% of
our common stock for any acquisition of the Company by merger or consolidation
or by asset acquisition unless approved by the affirmative vote of 80% of the
directors who were in office prior to the proponent of the acquisition acquiring
10% or more of our common stock.
Article
THIRTEENTH of the Articles of Incorporation requires the Board of Directors to
consider the following matters in addition to any other matters required to be
considered prior to making any recommendation concerning a proposed business
combination in which the Company will not be the surviving
corporation:
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the
impact on the Company, its subsidiaries, shareholders and employees and
the communities served by the
Company;
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the
timeliness of the proposed transaction considering the business climate
and strategic plans of the Company;
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the
existence of any legal defects or regulatory issues involved in the
proposed transaction;
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the
possibility of non-consummation of the transaction due to lack of
financing, regulatory issues or identified
issues;
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current
market price of our common stock and its consolidated
assets;
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book
value of our common stock;
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the
relationship of the offered price for our common stock to the Board’s
opinion of the current value of the Company in a negotiated
transaction;
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the
relationship of the offered price for our common stock to the Board’s
opinion of the future value of the Company as an independent entity;
and
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such
other criteria as the Board may determine is
appropriate.
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Article
FOURTEENTH requires the affirmative vote of 80% of the shareholders to amend,
repeal or modify any provision of the Articles of Incorporation unless such
revision is approved by 80% of the directors who were in office prior to the
proponent of any business combination acquiring 10% or more of our common
stock.
Finally,
as noted above, our Board of Directors, without shareholder approval, has the
authority under our Articles of Incorporation to issue preferred stock with
rights superior to the rights of the holders of common stock. As a
result, preferred stock, while not intended as a defensive measure against
takeovers, could be issued quickly and easily, could adversely affect the rights
of holders of common stock and could make it more difficult or time consuming
for a third party to acquire a majority of our outstanding voting stock or
otherwise effect a change of control. Within the limits described
above, the Board may issue preferred stock for capital raising transactions,
acquisitions, joint ventures or other corporate purposes that has the effect of
making an acquisition of the Company more difficult or costly, as could also be
the case if the Board were to issue additional common stock for such
purposes.
Introduction
The
following summary contains a description of the general terms of the preferred
stock that we may issue. The specific terms of any series of
preferred stock will be described in the prospectus supplement relating to that
series of preferred stock. The terms of any series of preferred stock
may differ from the terms described below. Certain provisions of the preferred
stock described below and in any prospectus supplement are not
complete. The summary does not purport to be exhaustive and is
qualified in its entirety by reference to our Articles of Incorporation and our
By-Laws, each of which is filed as an exhibit to the registration statement of
which this prospectus is a part, and to applicable Arkansas law.
General
Our
Articles of Incorporation permit our Board of Directors to authorize the
issuance of up to 40,040,000 shares of preferred stock, par value $0.01, in one
or more series, without stockholder action. The Board of Directors
can fix the number of shares to be included in each such series, and the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions
thereon. Therefore, without stockholder approval, our Board of
Directors can authorize the issuance of preferred stock with voting, dividend,
liquidation and conversion and other rights that could dilute the voting power
of the common stock and may assist management in impeding any unfriendly
takeover or attempted change in control. None of our preferred stock
is currently outstanding.
The
preferred stock has the terms described below unless otherwise provided in the
prospectus supplement relating to a particular series of the preferred
stock. You should read the prospectus supplement relating to the
particular series of the preferred stock being offered for specific terms,
including:
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·
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the
number of shares constituting that series and the distinctive designation
of that series;
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·
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the
dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights
of priority, if any, of payment of dividends on shares of that
series;
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·
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whether
that series shall have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
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·
|
whether
that series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall
determine;
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·
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whether
or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or date upon
or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions
and at different redemption dates;
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·
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whether
that series shall have a sinking fund for the redemption or purchase of
shares of that series, and, if so, the terms and amount of such sinking
fund;
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·
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the
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that
series; and
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·
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any
other relative rights, preferences and limitations of that
series.
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Rank
Any series
of preferred stock could rank senior, equal or junior to our other capital
stock, as may be described in the prospectus supplement, as long as our Articles
of Incorporation so permit.
Dividends
Holders of
each series of preferred stock will be entitled to receive dividends if so
specified in the applicable designations when, as and if declared by our Board
of Directors, from funds legally available for the payment of
dividends. The rates and dates of payment of dividends for each
series of preferred stock will be stated in the applicable prospectus
supplement. Dividends will be payable to holders of record of
preferred stock as they appear on our books on the record dates fixed by our
Board of Directors. Dividends on any series of preferred stock may be
cumulative or noncumulative, as set forth in the applicable prospectus
supplement.
Voting
Rights
Unless
otherwise described in the applicable prospectus supplement, holders of the
preferred stock will have no voting rights except as otherwise required by law
or in our Articles of Incorporation.
Conversion
or Exchange Rights
The
prospectus supplement relating to any series of preferred stock that is
convertible, exercisable or exchangeable will state the terms on which shares of
that series are convertible into or exercisable or exchangeable for shares of
common stock, another series of preferred stock or other securities of the
Company or debt or equity securities of one or more entities.
Redemption
We may
provide that a series of the preferred stock may be redeemable, in whole or in
part, at our option. In addition, a series of preferred stock may be subject to
mandatory redemption pursuant to a sinking fund or otherwise. The
redemption provisions that may apply to a series of preferred stock, including
the redemption dates and the redemption prices for that series, will be
described in the prospectus supplement.
In the
event of partial redemptions of preferred stock, whether by mandatory or
optional redemption, our Board of Directors will determine the method for
selecting the shares to be redeemed, which may be by lot or pro rata or by any
other method determined to be equitable. On or after a redemption
date, unless we default in the payment of the redemption price, dividends will
cease to accrue on shares of preferred stock called for redemption. In addition,
all rights of holders of the shares will terminate except for the right to
receive the redemption price.
Unless
otherwise specified in the applicable prospectus supplement for any series of
preferred stock, if any dividends on any other series of preferred stock ranking
equally as to payment of dividends and liquidation rights with such series of
preferred stock are in arrears, no shares of any such series of preferred stock
may be redeemed, whether by mandatory or optional redemption, unless all shares
of preferred stock are redeemed, and we will not purchase any shares of such
series of preferred stock. This requirement, however, will not
prevent us from acquiring such shares pursuant to a purchase or exchange offer
made on the same terms to holders of all such shares outstanding.
Liquidation
Preference
Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
holders of each series of preferred stock will be entitled to receive
distributions upon liquidation in the amount described in the applicable
prospectus supplement, plus an amount equal to any accrued and unpaid
dividends. These distributions will be made before any distribution
is made on any securities ranking junior to the preferred stock with respect to
liquidation, including our common stock. If the liquidation amounts
payable relating to the preferred stock of any series and any other securities
ranking on a parity regarding liquidation rights are not paid in full, the
holders of the preferred stock of that series and the other securities will
share in any distribution of our available assets on a ratable basis in
proportion to the full liquidation preferences of each
security. Unless the applicable prospectus supplement states
otherwise, holders of our preferred stock will not be entitled to any other
amounts from us after they have received their full liquidation
preference.
Transfer
Agent
The
transfer agent and registrar for our preferred stock will be Registrar and
Transfer Company.
We are
registering shares of our common stock and shares of our preferred stock
pursuant to this prospectus that we may offer directly or indirectly through
brokers or underwriters for sale to the public. We will receive the
gross proceeds of such sales minus any offering expenses, underwriting discounts
or brokerage commissions. We will use the proceeds from such sales
for general corporate purposes and for possible acquisitions.
The
following table sets forth our consolidated ratios of earnings to combined fixed
charges for the periods shown. For purposes of computing the ratios,
earnings represent the sum of income from continuing operations before taxes
plus fixed charges. Fixed charges represent total interest expense,
including and excluding interest on deposits. We had no preferred
shares outstanding and did not pay dividends on preferred shares for any of the
periods shown. Consequently, the ratios of earnings to fixed charges
and preferred dividends are the same as the ratios of earnings to fixed charges
for the periods shown. Our consolidated ratio of earnings to fixed
charges for each of the five fiscal years ended December 31, 2008, and each
of the six-month periods ended June 30, 2009 and 2008, are as follows:
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Six
Months Ended
June
30,
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|
Year
Ended December 31,
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|
|
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2009
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|
2008
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|
2008
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|
2007
|
|
2006
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|
2005
|
|
2004
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|
Ratio of earnings to fixed
charges:
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|
|
|
|
|
|
|
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|
|
|
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|
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|
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Including
interest on deposits
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1.67x
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1.64x
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1.61x
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1.52x
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1.61x
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1.91x
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2.16x
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Excluding
interest on deposits
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4.48x
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5.46x
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|
5.05x
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4.45x
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4.68x
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5.32x
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5.63x
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We may
sell all or a portion of the offered securities directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation in
the form of discounts, concessions or commissions from us. These
discounts, concessions or commissions as to any particular underwriter,
broker-dealer or agent may be in excess of those customary in the types of
transactions involved.
The common
stock may be sold in one or more transactions at fixed prices, at prevailing
market prices at the time of sale, at varying prices determined at the time of
sale or at negotiated prices. These sales may also be effected in
transactions, which may involve crosses or block
transactions.
If
underwriters are used in an offering of offered securities, such offered
securities will be acquired by the underwriters for their own account and may be
resold in one or more transactions:
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·
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on
any national securities exchange or quotation service on which the common
stock may be listed or quoted at the time of sale, including as of the
date of this prospectus the Nasdaq Global Select
Market;
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·
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in
the over-the-counter market;
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·
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in
transactions otherwise than on these exchanges or services or in the
over-the-counter market; or
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·
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through
the writing of options, whether the options are listed on an exchange or
otherwise.
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In
addition, any securities that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In
connection with the sale of the securities or otherwise, the Company may enter
into hedging transactions with broker-dealers, which may in turn engage in short
sales of securities and deliver securities to close out short positions, or loan
or pledge such securities to broker-dealers that in turn may sell these
securities.
The
aggregate proceeds to the Company from the sale of the securities will be the
purchase price of the securities less discounts and concessions, if
any.
In
effecting sales, broker-dealers or agents may arrange for other broker-dealers
to participate. Broker-dealers or agents may receive commissions,
discounts or concessions from the Company in amounts negotiated immediately
prior to the sale.
In
offering the securities covered by this prospectus, any broker-dealers who
execute sales for the Company may be deemed to be “underwriters” within the
meaning of Section 2(a)(11) of the Securities Act in connection with such
sales. Any profits realized by the Company and the compensation of
any broker-dealer may be deemed to be underwriting discounts and
commissions.
In order
to comply with the securities laws of certain states, if applicable, the
securities must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the
securities may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and met.
At the
time a particular offer of securities is made, if required, a prospectus
supplement will set forth the number and type of securities being offered and
the terms of the offering, including the name of any underwriter, dealer or
agent, the purchase price paid by any underwriter, any discount, commission and
other item constituting compensation, any discount, commission allowed or
reallowed or paid to any dealer and the proposed selling price to the
public.
The
validity of the securities offered pursuant to this prospectus has been passed
upon by Quattlebaum, Grooms, Tull & Burrow, PLLC.
The
consolidated financial statements of Simmons First National Corporation
incorporated herein by reference have been so incorporated in reliance upon the
reports of BKD, LLP, independent certified public accountants, given upon their
authority as experts in auditing and accounting. With respect to the
unaudited financial information for the three month periods ended March 31, 2009
and 2008 and the three and six month periods ended June 30, 2009 and 2008,
incorporated herein by reference, the independent public accountants have
applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their separate
reports included in the Company’s Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 2009, and incorporated by reference herein,
they did not audit and they do not express an opinion on that interim financial
information. Because of the limited nature of the review procedures
applied, the degree of reliance on their reports on such information should be
restricted. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their report on the
unaudited interim financial information because that report is not a “report” or
a “part” of the Registration Statement prepared or certified by the accountants
within the meaning of Section 7 and 11 of the 1933 Act.
Simmons is
subject to the information requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and in accordance therewith files reports,
proxy statements, and other information with the SEC. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities of the SEC at 100 F Street, N.E., Washington, DC
20549. Copies of such materials can also be obtained at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, DC 20549. In addition, such reports, proxy
statements and other information are available from the SEC’s web site (www.sec.gov).
We have
filed with the SEC a registration statement on Form S-3, which registers the
securities that we may offer under this prospectus. This prospectus
is part of that registration statement and, as permitted by the SEC’s rules,
does not contain all the information required to be set forth in the
registration statement. We believe that we have included or
incorporated by reference all information material to investors in this
prospectus, but some details that may be important for specific investment
purposes have not been included. For further information, you should
read the registration statement and the exhibits filed with or incorporated by
reference into the registration statement.
The SEC
allows us to incorporate by reference information into this
prospectus. This means that we can disclose important information to
you by referring you to another document filed separately with the
SEC. The information incorporated by reference is considered to be
part of this prospectus, except for any information that is superseded by
subsequent incorporated documents or by information that is included directly in
this prospectus or any prospectus supplement:
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Annual
Report on Form 10-K for the year ended December 31, 2008, filed
February 26, 2009 (including those portions of our Proxy Statement on
Schedule 14A relating to our 2009 Annual Meeting of Stockholders,
which was filed on March 20, 2009, incorporated by reference therein);
and
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·
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Quarterly
Reports on Form 10-Q filed on May 8, 2009 and August 10,
2009.
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·
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Current
Reports on Form 8-K filed on January 15, 2009, February 27, 2009, on each
of March 4, 5, and 6, 2009, on each of April 16 and 29, 2009, on each of
May 27 and 29, 2009, on June 1, 2009 and on each of July 7 and 16,
2009.
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In
addition, all documents and reports filed by Simmons subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all the securities
remaining unsold, shall be deemed to be incorporated by reference in this
prospectus and be a part hereof from the date of filing of such documents or
reports. Any statement contained in a document incorporated or deemed
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 herein or in any other subsequently filed document which also is or 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 modified or superseded, to constitute a part of this
registration statement.
Nothing in
this prospectus shall be deemed to incorporate information furnished but not
filed with the SEC.
A copy of
any of the documents referred to above will be furnished, without charge, by
writing to Simmons First National Corporation, 501 Main Street, Pine Bluff,
Arkansas 71601, Attention: John L. Rush, Secretary of the Board of
Directors. In addition, we maintain a corporate website, www.simmonsfirst.com. We
make available through our website, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC. This reference to our website is for the convenience of
investors as required by the SEC and shall not be deemed to incorporate any
information on the website into this registration statement, prospectus and any
prospectus supplement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
14.
|
Expenses
of Issuance and Distribution
|
The
expenses relating to the registration of the securities will be borne by the
registrant. Such expenses, other than the SEC registration fee, are
estimated to be as follows:
|
Securities
and Exchange Commission Registration Fee
|
|
$
|
9,765
|
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|
Fees
and expenses of accountants
|
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|
*
|
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Fees
and expenses of counsel
|
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|
*
|
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Stock
exchange listing fees
|
|
|
*
|
|
|
Printing
expenses
|
|
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*
|
|
|
Transfer
agent fees
|
|
|
*
|
|
|
Miscellaneous
|
|
|
*
|
|
|
Total
|
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$
|
*
|
|
* The
amount of these fees and expenses in not currently
determinable.
|
Item
15.
|
Indemnification
of Directors and Officers
|
Section 4-27-850
of the Arkansas Business Corporation Act of 1987 (the “Act”) permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney’s fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that the directors, officers, employee or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Section 4-27-850
of the Act provides that, to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him.
Section 4-27-850
of the Act provides that expenses incurred by an officer or director in
defending a civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation as authorized in this
section. Such expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors deems
appropriate.
Section 4-27-850
of the Act also affords a corporation the power to obtain insurance on behalf of
its directors and officers against liabilities incurred by them in these
capacities.
The
Company’s Articles of Incorporation and By-Laws provide for indemnification for
directors, officers and employees to the fullest extent legally permissible
under the Act. Our Board of Directors has the authority to advance
expenses to directors or officers if they become parties to law suits due to the
fact that such persons is, or was, a director or officer of the
Company. In addition, the Company maintains a directors’ and
officers’ liability insurance policy.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
|
Exhibit
No.
|
|
Description
of Exhibits
|
|
3.1
|
|
Articles
of Restatement of the Articles of Incorporation of Simmons First National
Corporation (incorporated by reference to Exhibit 3.1 to Simmons First
National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended
March 31, 2009 (File No. 6253)).
|
|
3.2
|
|
Amended
By-Laws of Simmons First National Corporation (incorporated by reference
to Exhibit 3.2 to Simmons First National Corporation’s Annual Report on
Form 10-K for the Year ended December 31, 2007 (File No.
6253)).
|
|
4.1
|
*
|
Form
of Common Stock Certificate.
|
|
4.2
|
*
|
Form
of Preferred Stock Certificate.
|
|
5
|
|
Opinion
of Quattlebaum, Grooms, Tull & Burrow, PLLC regarding legality of
securities.
|
|
12.1
|
|
Computation
of Ratios of Earnings to Fixed Changes.
|
|
15.1
|
|
Awareness
Letter of BKD, LLP.
|
|
23.1
|
|
Consent
of Quattlebaum, Grooms, Tull & Burrow, PLLC (contained in its opinion
filed as Exhibit 5).
|
|
23.2
|
|
Consent
of BKD, LLP.
|
|
24
|
|
Power
of Attorney (included on signature page to the Registration
Statement).
|
* To
be filed by a post-effective amendment to this registration statement or as an
exhibit to a Current Report on Form 8-K and incorporated by reference
herein.
The
undersigned registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the
registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act
of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
2. That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
4. That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i)
Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of
and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
5. That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
6. That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
section 15(d) of the Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
7. That:
(i) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 434(b)(1) of (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(ii) For
the purposes of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering hereof.
Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the 1933 Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 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 August 26, 2009.
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SIMMONS
FIRST NATIONAL CORPORATION
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By:
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/s/
J. Thomas May
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J.
Thomas May
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Chairman
and Chief Executive Officer
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POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each of the persons whose signature appears below
appoints and constitutes Robert A. Fehlman and John L. Rush, and each of them,
his true and lawful attorney-in-fact and agent, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to execute any and all amendments (including
post-effective amendments) to the within registration statement (as well as any
registration statement for the same offering covered by this registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, together with all exhibits
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission and such other agencies, offices and persons as may be
required by applicable law, granting unto each said attorney-in-fact and agent,
each acting alone, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact and agent, each acting alone
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 indicated on August
26, 2009.
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Signature
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Title
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/s/
J. Thomas May
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Chief
Executive Officer and
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J
Thomas May
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Chairman
of the Board of Directors
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(Principal
Executive Officer)
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/s/
Robert A. Fehlman
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Executive
Vice President and Chief Financial Officer
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Robert
A. Fehlman
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(Principal
Financial and Accounting Officer)
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/s/
William E. Clark, II
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Director
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William
E. Clark, II
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/s/
Steven A. Cosse′
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Director
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Steven
A. Cosse′
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/s/
Eugene Hunt
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Director
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Eugene
Hunt
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/s/
George A. Makris, Jr.
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Director
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George
A. Makris, Jr.
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/s/
W. Scott McGeorge
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Director
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W.
Scott McGeorge
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/s/
Dr. Harry L. Ryburn
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Director
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Dr.
Harry L. Ryburn
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/s/
Robert L. Shoptaw
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Director
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Robert
L. Shoptaw
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibits
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3.1
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Articles
of Restatement of the Articles of Incorporation of Simmons First National
Corporation (incorporated by reference to Exhibit 3.1 to Simmons First
National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended
March 31, 2009 (File No. 6253)).
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3.2
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Amended
By-Laws of Simmons First National Corporation (incorporated by reference
to Exhibit 3.2 to Simmons First National Corporation’s Annual Report on
Form 10-K for the Year ended December 31, 2007 (File No.
6253)).
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4.1
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*
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Form
of Common Stock Certificate.
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4.2
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*
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Form
of Preferred Stock Certificate.
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5
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Opinion
of Quattlebaum, Grooms, Tull & Burrow, PLLC regarding legality of
securities.
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12.1
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Computation
of Ratios of Earnings to Fixed Changes.
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15.1
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Awareness
Letter of BKD, LLP.
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23.1
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Consent
of Quattlebaum, Grooms, Tull & Burrow, PLLC (contained in its opinion
filed as Exhibit 5).
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23.2
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Consent
of BKD, LLP.
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24
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Power
of Attorney (included on signature page to the Registration
Statement).
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* To
be filed by a post-effective amendment to this registration statement or as an
exhibit to a Current Report on Form 8-K and incorporated by reference
herein.
II-7