8-KThe DealStrategic
Acquisition / Disposition · Reg FD Disclosure
Filed Apr 11, 2022 · 4y ago · Accession 0001552781-22-000323
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission (the “SEC”) on December 22,
2021 and amended on January 18, 2022 (the “Registration Statement”).
At the effective time of the
Merger, pursuant to the terms of the Merger Agreement, each share of common stock, no par value, of Spirit was converted into
1.0016722 shares of Class A Common Stock, $0.01 par value per share, of the Company (the “Company common stock”), with
cash paid in lieu of fractional shares of Company common stock and to cash out Spirit stock options
and warrants that were outstanding immediately prior to the effective time of the Merger.
The foregoing summary of the
Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the complete text of the Merger
Agreement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 11, 2022, the Company
issued a press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information provided pursuant
to this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit 2.1
Agreement and Plan of Merger, dated as of November 18, 2021, by and between Simmons First National Corporation and Spirit of Texas Bancshares, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed by Simmons First National Corporation on November 19, 2021)*
Exhibit 99.1
Press Release issued by Simmons First National Corporation on April 11, 2022.
Exhibit 104
Cover Page Interactive Data
File (embedded within the Inline XBRL document).
* Previously filed. Schedules have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to
the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any document so furnished.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SIMMONS FIRST NATIONAL CORPORATION
Date: April 11, 2022
By:
/s/
James M. Brogdon
James M. Brogdon
Executive Vice
President, Chief Financial Officer and Treasurer
Filing details
- Company
- SIMMONS FIRST NATIONAL CORP
- Ticker
- SFNC
- CIK
- 90498
- Form type
- 8-K
- Filing date
- Apr 11, 2022
- Report date
- Apr 8, 2022
- Document
- e22234_sfnc-8k.htm
- Size
- 250 KB