Current Report Filing (8-k)
11 4월 2022 - 9:02PM
Edgar (US Regulatory)
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12-31
0001499453
2022-04-08
2022-04-08
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
FORM
8-K
_______________________________
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 8, 2022
_______________________________
Spirit
of Texas Bancshares, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Texas
(State or other jurisdiction
of incorporation) |
001-38484
(Commission
File Number) |
90-0499552
(IRS
Employer
Identification No.) |
1836
Spirit of Texas Way
Conroe, Texas
77301
(Address of
principal executive offices) (Zip Code)
(936) 521-1836
(Registrant’s
telephone number, including area code)
_______________________________
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to
Section 12(b) of the Act:
Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
Common
Stock, no par value |
STXB |
The
NASDAQ Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 13(a) of the Exchange Act.
| Item 2.01 | Completion of Acquisition
or Disposition of Assets. |
On April 8, 2022 (the “Closing
Date”), Spirit of Texas Bancshares, Inc. (the “Company” or “Spirit”) completed the transactions
contemplated by the previously announced Agreement and Plan of Merger, dated as of November 18, 2021 (the “Merger Agreement”),
by and between the Company and Simmons First National Corporation (“Simmons”).
On the Closing Date, Spirit
was merged with and into Simmons, with Simmons continuing as the surviving corporation (the “Merger”). Immediately
thereafter, Spirit’s subsidiary bank, Spirit of Texas Bank SSB, was merged with and into Simmons’ subsidiary bank,
Simmons Bank, with Simmons Bank continuing as the surviving bank. The Merger Agreement and the transactions contemplated thereby,
including the Merger, are more particularly described in Spirit’s Definitive Proxy Statement on Schedule DEFM14A (File No.
001-38484) filed by Spirit with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2022.
At the effective time of the
Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each share of common stock, no par value,
of Spirit (“Spirit common stock”) was converted into 1.0016722 shares of Class A Common Stock, $0.01 par value per
share, of Simmons (the “Simmons common stock”), with cash paid in lieu of fractional shares of Simmons common stock and
to cash out Spirit stock options and warrants that were outstanding immediately prior to the Effective Time.
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 3.01. | Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection
with the consummation of the Merger, Spirit requested that the Nasdaq Stock Market (“Nasdaq”) suspend trading of Spirit
common stock on Nasdaq and remove Spirit common stock from listing on Nasdaq, in each case, after the closing of the market on
April 8, 2022. Spirit also requested that Nasdaq file a notification of removal from listing of Spirit common stock on Form 25
with the SEC. As a result, Spirit common stock will no longer be listed on Nasdaq.
Simmons,
as successor to Spirit, intends to file a Form 15 with the SEC to request the deregistration of Spirit common stock under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of Spirit’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. The information set forth under Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
| Item 3.03. | Material Modification
to Rights of Security Holders |
As set forth
under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, each holder of Spirit common stock immediately prior
to the Effective Time ceased to have any rights as a shareholder of Spirit other than the right to receive the consideration as
described above under Item 2.01 and subject to the terms and conditions set forth in the Merger Agreement.
The information
set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
| Item 5.01. | Changes in Control of
Registrant. |
On April 8, 2022, Spirit was merged
with and into Simmons pursuant to the Merger Agreement, with Simmons continuing as the surviving corporation.
The information
set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
| Item 5.02. | Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As of the
Effective Time, all of Spirit’s directors and executive officers ceased serving in such capacities.
| Item 5.03. | Amendments to Articles
of Incorporation or Bylaws. |
At the Effective Time, the
Amended and Restated Certificate of Formation, as amended, and the Second Amended and Restated Bylaws of Spirit ceased to be in
effect by operation of law and the organizational documents of Simmons (as successor to Spirit by operation of law) remained the
Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of Simmons, consistent with the terms of the
Merger Agreement. A copy of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of Simmons
are incorporated by reference as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
The information set forth in Item
2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| 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 Spirit of Texas Bancshares, Inc. on November
19, 2021)* |
Exhibit 3.1 |
|
Amended
and Restated Articles of Incorporation of Simmons First National Corporation, as amended on July 14, 2021 (incorporated
herein by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed under the Securities Act of 1933
by Simmons First National Corporation on July 21, 2021 (File No. 333-258059)) |
Exhibit 3.2 |
|
Amended and Restated By-Laws of Simmons First National Corporation (incorporated herein by reference to Exhibit 3.1 to the Report
on Form 8-K filed by Simmons First National Corporation on February 18, 2022 (File No. 000-06253)) |
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.
SIGNATURES
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.
Date: April 11, 2022 |
SIMMONS FIRST NATIONAL CORPORATION,
as successor by merger to Spirit of Texas Bancshares, Inc. |
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By: |
/s/ James
M. Brogdon |
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Name: |
James M. Brogdon |
|
Title: |
Executive Vice President, Chief Financial
Officer and Treasurer |
Spirit of Texas Bancshares (NASDAQ:STXB)
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