Item 2.01 Completion of Acquisition or Disposition of Assets.
On
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,
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,
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
Simmons, as successor to Spirit, intends to file a Form 15 with the
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
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 ofNovember 18, 2021 , by and between Simmons First National Corporation andSpirit of Texas Bancshares, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed bySpirit of Texas Bancshares, Inc. onNovember 19, 2021 )*
Exhibit 3.1 Amended and Restated Articles of Incorporation of Simmons First
National Corporation , as amended onJuly 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 onJuly 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 onFebruary 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
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